Ben 10: Prime Force
by Ultimate10
Summary: Ben, Gwen, and Kevin get sucked into another universe. While there they get mixed up in an eon long war between sentient, transforming robots from another planet. Will they join the Autobots and help them save the world from the Decepticons? Or will they face defeat when Ben's old archenemy returns with vengeance? BenXArcee
1. Crossing Over

**A/N: I'm sure you are all wondering why I took this story off the site. I took it off because I wasn't satisfied with how the original was playing out. I've talked to a few of my fellow authors and thanks to them I have come up with a better plot for this story. **

**I would like to thank **_**The Incredible Muffin**_** for his suggestion on a way to start this story off and for bringing Vilgax into the villain circle. And I would also like to thank **_**Jose19**_** for the pairing idea for Ben, which will be Arcee/Ben later on after an appropriate amount of time. **

**Before I continue forward with the newer version of **_**Ben 10: Prime Force**_**, there are a few things I need to point out. One, on the Ben 10 side, this takes place after **_**Ultimate Alien**_** and the new Omnitrix is equipped with an Evolutionary Function. Two, on the **_**Transformers: Prime **_**side, this takes place at the beginning of season 1. **

**Now let's get started on this newer and hopefully better version of **_**Ben 10: Prime Force**_**!**

…

**Ben 10: Prime Force**

**Chapter 1: Crossing Over **

It was only supposed to be a simple evacuation mission. You go in, help rescue the people, relocate them, and get out. How did it all turn into a fight for their survival?

In the vacuum of space, inside an enormous nebula, a humongous green, jet shaped spaceship was moving at close to hyper speeds. The gases of the nebula were mostly bluish-white with an outlining of orange. Tiny, baby yellow stars could be seen floating stationary inside the cloud of colorful cosmic gas. The spacecraft takes defensive maneuvers from the onslaught of red energy blasts being fired upon it.

This green interstellar spaceship is christened the Rustbucket 3. Inside the cockpit are three super-powered teenagers are doing their best to avoid becoming space dust.

At the pilot seat is muscular, broad shouldered eighteen year old teen with shoulder length onyx hair and a rigid face. He is wearing black boots, blue jeans, a long-sleeve grey shirt and a short-sleeve black shirt to over it. This young man is Kevin E. Levin, a reformed villain, half Osmosian/half human and a Plumber officer. Kevin is sweating profusely from dodging the barrage of energy projectiles fired at them.

On the other side of the cockpit is a seventeen year old, long auburn haired beauty with her hair tied in a ponytail. She is wearing black shoes, tight blue jeans, a long-sleeve red button-up shirt and a black vest to go over it. This girl is Gwen Tennyson, one-quarter Anodite, black-belt, and Kevin's girlfriend. Gwen is typing frantically on a monitor trying to contact help. Unfortunately, there is no response, only static.

Seating beside Kevin, manning the navigation/weapons seat is a seventeen year old with shaggy brown hair and a lean body. He wears black/white sneakers, blue denim jeans, and a black shirt with a green jacket to go over. The sports jacket has two white stripes on the upper right sleeve and a single white stripe going down the left side. In the heart area of the stripe is a black circle with the number 10 emblazoned in white.

This teen is none other than the famous, intergalactic superhero, Ben Tennyson or known throughout the universe as Ben 10. He is the bearer of Azmuth's greatest creation, the Omnitrix. It is the most powerful device in the universe that stores the genetic code for over a million sentient life-forms and is able to turn its user into any one of those creatures.

Ben garnishes the Omnitrix on his left wrist. It is a wristwatch like device with a white and green color scheme. It also has a black square shaped faceplate, three green buttons on the left and right side, and two green stripes forming the outline of an hour glass over the faceplate.

Ben right now is looking back to how they even got into this dangerous predicament. It started three days ago when he, Gwen, and Kevin were called to the assist the Plumber forces in evacuating a planet. Apparently, this planet's star was on the verge of going supernova and destroying everything within the system. It was a hectic assignment but thanks in part to Ben's aliens they successfully evacuated the planet in time, and relocated them to a suitable world.

The three heroes were excited to be finally heading home. Though they felt good in saving entire species from becoming extinct, they were really tired and eager to head back to Earth to relax for a while. Especially Ben since new season for Sumo Slammers was close at hand.

However, there trip back home turned into a fight for their lives. On the way back to Earth, they were ambushed by an unknown battle-cruiser. The Rustbucket 3 had already taken a few stray hits, but it was still space worthy. The superhero trio had managed to get a few hits of their own on the battleship. Nonetheless, it did not do much as it continued to fire at them.

Suddenly, the jet shaped spaceship shook violently as a stray plasma blast shot the front starboard side. Alarms started blaring while red lights began flashing. Ben gaped from the sudden hit their vessel took. He turned towards his best friend Kevin for a status of the Rustbucket 3.

"Kevin, how bad is the damage?" Ben asked.

The Osmosian teen typed a few inputs on a monitor that brought up a status report of the ship's functions. He inwardly sighed in relief after seeing their current status.

"We're okay at the moment. That new shielding I installed is really holding up." Kevin answered.

"Remind me to thank you for that later if we survive." Ben replied. The Omnitrix bearer then turned his attention to his cousin behind him. "Gwen, have you gotten through to anybody?"

She attentively typed at the console, trying intensely to contact backup.

"Nada. I can't contact anyone. There's so much static and interference in the signal." Gwen complied, who's eyes were still glued to the monitor.

"Keep trying," Ben replied. A moment of silence passed before he spoke up. "Man, how does a simple evacuation mission turn into a fight for our lives?"

"You sound surprised." Gwen commented, turning her gaze to Ben. "I thought you would've gotten used to people trying to kill us."

"Used to it and liking it are two different things." Ben retorted.

"If you two are done I would suggest you strap in. I'm about to activate the new Quantum Hyper-Space Drive I installed last week." The black haired Osmosian mentioned.

Ben's looked at Kevin as his eyebrow rose out of bewilderment. "The what?" He asked confusingly.

"The Quantum Hyper-Space Drive," Kevin responded. "It's one of the most high tech hyper-space drives out there. With it we can go one thousand percent faster than the speed of light, and as a bonus…its fuel efficient."

Ben was still slightly confused. If it could make their ship go one thousand percent faster than the speed of light, then how could it possibly save on fuel reserves? But another question was, how could Kevin get something that advanced and possibly very expensive?

"How did you get something like that?" Ben inquired shiftily.

"He purchased it." Gwen answered for Kevin.

Ben looked at Kevin with a faked shocked expression. "You bought it?"

"Ha-ha-ha very funny Tennyson," Kevin responded cynically.

"Still," Ben's face became serious and a bit suspicious. "How did you afford something like that?"

"I saved up some money from my Plumber salary over the past year and...I had some people who owed me money in the black market, and they were generous enough to pay me back." Kevin smiled sheepishly at the last part.

"By 'generous' you mean you threatened to beat them up or rat them out to the Plumbers if they didn't pay you back, don't you?" Ben asked suspiciously.

"Wow Tennyson, you can sure read me like a book, can't you?" Kevin answered with fake surprise.

_'Well after spending two years with you, it's not that hard.' _Ben thought.

The brunette sighed deeply before another question popped up in his mind.

"So...how does it work?" Ben asked.

"The Quantum Drive doesn't actually propel us at all. In fact, it bends the fabric of the space plane and makes it to where the outside is moving but we're seating stationary." Gwen explained, while still trying to contact help.

Ben processed this information given by his friends and actually understood it. He may not have the grades to prove it but he is smart when he wants to be.

"So…it's almost like a conveyor belt?" Ben suggested.

Gwen turned her head to face Ben with wide green eyes. "Y-yeah…that's a good comparison." She stuttered, slightly thrown off by her cousin's logical evaluation.

"Who knew Ben had it in him." Kevin joked with a smile. He inputted more commands into the terminal before speaking up again. "All right I've activated the Quantum Drive. We just have to let it charge for a couple minutes and then get ready to go faster than you ever have before."

"But what's to keep whoever's shooting at us from following us into hyper-space?" Ben questioned.

Kevin looked at Ben incoherently. "Dude we'll be going way, way faster than the speed of light. I doubt that even with their hyper-space drive that they'll be able to keep up. Much less follow us," He answered.

"I hope you're right." Ben replied. "Still, I wonder who it is that's attacking us."

…

The hostile craft is three times as big as the Rustbucket 3 and its main color scheme is black and red. It is overall shaped like a tune fork with a conning tower at the back. Crimson electricity fluctuates between the split ends of the ship, and barrages of red spheres are being discharged out of it by the second.

Inside the command center of the enemy battle-cruiser, a large figure seats upon a throne while dozens of drones man multiple terminals situated throughout the room. The drones type frantically to keep the ship's functions optimal while simultaneously shooting at their target.

The being in the throne is roughly sixty feet tall and his legs, torso, chest and shoulders are attired with red and black techno-organic armor. Black cylinders are protruding from his massive arms. The figure's exposed arms and head are colored green. Tentacles hang down from his face like a beard while a breathing apparatus is positioned over his mouth. All in all, the atmosphere around this being is deadly and dark.

This being is none other than Vilgax. Or known throughout the universe as Vilgax the Conqueror. The once powerful warlord used to be the ruler of over ten worlds. But after his ship crashed in the Pacific Ocean, and everyone presumed him dead, his great empire quickly fell apart. And let's say Vilgax is seeking absolute revenge on the person responsible.

His malicious red eyes hone in on the holographic image of the Rustbucket 3 evading their blasts. Suddenly, the ship abruptly shook as a laser projectile struck a section of the hull near the fusion cannon. Red flashing lights and loud alarms filled the humongous command center of the battleship.

"_We have a minor hull breach, but engine and weapon functions are still operational." _A drone informed in an alert manner.

The huge figure has his arms seating on the arm rests of his throne. He looks at the drone with deadly, stern expression.

"I didn't escape the accursed Null Void to be denied now!" Vilgax replied in cold, raspy tone.

The holographic screen depicted the engine thrusters of the ship glowing brighter by the second. That could only mean one thing.

"_Lord Vilgax, the enemy craft is preparing to enter hyper-space." _A drone notified.

A vicious snarl emanated from Vilgax's throat as he glared at the obedient drone. "Cripple their ship at once!" He ordered violently.

The drone, as well as the others, resumed its shooting at Rustbucket 3. But it was proving to be a fruitless endeavor. For every blast aimed and fired the spacecraft would either dodge or sustain only minimal damage. The drones then decided to concentrate their fire on the engines.

"I will obtain my vengeance. The Omnitrix will be mine and I swear upon my life… that I will have Ben Tennyson's head!" Vilgax declared angrily.

Another small moment of countless shooting passed by until finally the drones got a couple of direct hits on Rustbucket 3's engines. The green jet shaped craft shook forcefully as conflagration consumed both of the ship's wings.

"_Lord Vilgax, their engines have been disabled." _A drone reported in slightly joyous tone.

"Excellent," The warlord rasped. "Fire the cable lines at their ship and bring them in."

After the drones inputted commands into their red monitors, two giant cables with drills at the ends shot out from the hull. The two drill end cables both made direct hits at the back of the Rustbucket 3, right in front of the tail. Vilgax's new battleship then started pulling the damaged Plumber craft towards them.

A sadistic smile formed behind Vilgax's breathing apparatus. Phase one of his plan has succeeded. Now comes the phase two, ending what he should've finished seven years ago. When he had escaped the Null Void cycles ago and acquired this new battle-cruiser, he vowed to get his revenge on Ben Tennyson and make him suffer.

Once he heard that Ben Tennyson and his friends were sent out on a mission to evacuate a doomed planet, via the Plumber communication signals, he knew that it was the perfect time to strike. They would be so exhausted from their mission they would be too weak to fight him. He easily ambushed his adversaries and activated his ship's scrambler pulse so that Tennyson and his friends would be unable to call for help.

It sounded like a perfect plan, but deep down, Vilgax knew that this was not going to be easy. He had years of experience of losing to the Omnitrix bearer to prove it. But nevertheless, the cruel, sadistic, and murderous aura around Vilgax seemed to grow stronger. He arose from his throne and ensued toward the exit behind him.

"Prepare a strike team in the hanger." Vilgax barked at his drones. He then spoke quietly to himself where no one else would hear. "You are mine now, Tennyson."

…

Ben slowly fluttered his emerald eyes open. He then recalled what transpired merely seconds ago. The teen remembered Kevin telling them that the Quantum Drive only required a minute and a half's worth of charging, and then they would be in the clear.

But abruptly, a violent explosion shook the ship's superstructure. Ben had hit the back of his head on his seat so hard he blacked out for a couple seconds. The sounds of alarms filled his ears while red flashing lights enveloped his vision. Malfunction and error messages were appearing all over the terminals. Ben immediately realized that their situation just got worse.

The Omnitrix bearer turned his gaze towards a panicked Kevin Levin pressing multiple buttons on a monitor.

"Kevin?" Ben said apprehensively.

"Our engines are out, the Quantum Drive's malfunctioned, and we're losing air in the cargo bay!" The messy haired teen explained in a panic tone.

"It only gets worse." Gwen added. "They fired cables at us and they're pulling us in!"

Ben quickly processed the information despite the speed and urgency of their developing condition.

"We need to get into our Plumber suits now!" Ben advised.

Gwen nodded in agreement. She pressed a yellow button within her reach. As a result, a draw slid out on her left side that had three silver and white arm gauntlets stored within. The red haired girl pulled out the gauntlets and tossed two to her friends.

Kevin caught his with his right hand and placed it on his left forearm. After an audible click, a white and black Plumber spacesuit expanded across Kevin's body. In less than a few seconds, Kevin is now the attiring the full Plumber spacesuit, including the strong glass helmet.

Ben and Gwen put their gauntlets on and spacesuits grew around their bodies in an identical fashion. The only difference in Ben's suit is that it has an opening on his left wrist to allow easy access to the Omnitrix faceplate.

Unexpectedly, the screen in front of Gwen's seat began to bleep rapidly. She rushed over to it to determine the cause of the siren. A couple of seconds later, the Anodite teen looked back at Ben and Kevin with a serious expression.

"We've got trouble. Proximity alarm was activated. We've got six boogies heading toward the ship." Gwen said alertly.

"Where are they gonna come through at?" Ben inquired quickly.

She glanced back at the monitor for a couple seconds before turning back. "Through the cargo bay,"

Ben nodded in understanding. He then turned his gaze back to Kevin, who was still typing frenetically on the monitor/keyboard.

"Kevin, stay here and try and get the engines and the ship's major systems up and running again. We'll call you if we need help." Ben said.

"Can do,"

Ben and Gwen both rushed out of the cockpit and through the circular sliding door that had the Plumber insignia painted on it. Once they entered the large cargo bay, the doors slammed shut behind them. The two cousins quickly spotted fire and sparks from a blowtorch contraption cutting through the ceiling on the outer side of the massive room.

A rectangle cut shape of the ceiling fell to the floor as five robots swarmed into the cargo bay. Ben and Gwen instantly recognized their design from seven years ago. They stood on three insect like legs, were plated in reddish-orange armor, and stood roughly fifteen feet tall. Though they were smaller than the ones in the past, the duo remembered them well.

They were Vilgax's robot attack drones they first encountered on that faithful summer road trip when Ben found the Omnitrix. After the five battle drones were in they formed a line across the width of the room and aimed their wrist blasters at Ben and Gwen.

Ben placed his index and middle finger to the Omnitrix faceplate while Gwen supercharged her hands with pink mana. The superheroes and mindless automatons stared at each other for a second before a large figure dropped from the hole in the ceiling.

Ben and Gwen both gasped upon seeing who it was. Surprise and shock were imprinted on their expressions. However, Ben's shock quickly turned into anger in the presence of this longtime foe.

"Vilgax!" Ben exclaimed in rage.

In order to fit inside the cargo bay, Vilgax mentally shrunk his body from sixty feet to twenty feet, only a couple feet shorter than the ceiling. A big, deadly sword is sheathed across his back while a golden gauntlet garnishes his left wrist. The dangerous warlord shot a lethal glare towards the brown haired human he despised so much.

"Tennyson," Vilgax snarled with disdain.

"How did you get out of the Null Void?!" Ben demanded rather than asked.

Vilgax scoffed. "You as well as anyone should know that no mere prison, no matter if it is in this dimension or not, can hold me."

"I thought you would've finally learned by now, especially after the Diagon incident, that you will never beat me Vilgax."

Vilgax narrowed his eyes murderously at his archenemy. "No! Not this time! As you can see…I've made some changes since our last encounter. I'm much stronger and powerful than ever."

"The only change I see is that you've made yourself even uglier than before." Ben countered with a cocky grin.

Vilgax growled viciously from Ben's insult as he glared at him with contempt.

"Enough of this! Destroy the Anodite but leave Ben 10 to me." Vilgax commanded to his battle drones.

The battle droids charged forward and started firing crimson energy blasts at the duo. Gwen quickly summoned a pink mana shield in front of her and Ben. In swift motion, Ben tapped the black Omnitrix faceplate. A green holo-ring appeared over the watch with the top half of the ring depicting the head icons for his transformations.

He pressed the icon that was already in the box at the top of the ring. The square plate slid back to allow the core to pop out.

"It's hero time!" Ben shouted as he slapped down the dial.

A green flash of light consumed Ben's body. His height increased to over 6'5'' as his skin color turned to an assortment of blue and black. When the light died away, an anthropomorphic moth with the Omnitrix dial present on his chest stood in Ben's place.

"**Big Chill!" **Ben said in a cold, eerie voice.

Big Chill unfurled his wings and flew over Gwen's shield and towards the charging robots. The Necrofriggian inhaled deeply before releasing a subzero breathe attack. The first three battle droids were immediately subdued as their forms were encased in thick ice. Ben knowing that his black-belt/magic user cousin could handle the other two drones focused his attention on Vilgax.

The green gladiator growled in annoyance to seeing three of his five attack drones already beaten. Out of rage, Vilgax forgot what this alien was capable of, and instead unsheathed his sword (which was engulfed with red flames) and rushed at Big Chill followed by a loud battle cry.

Ben had anticipated this move and simply went intangible. As the flaming sword phased through Big Chill, the sword and Vilgax's right arm were instantly consumed by thick, freezing ice. But the Necrofriggian didn't let up there. He hastily went through the warrior's stomach area, thus causing him to become completely frozen solid. Big Chill landed in front of Vilgax's frozen form as he folded his wings to resemble a phantom like cloak.

"Are you sure that you got stronger Vilgy and not just stupider?" Ben taunted.

Suddenly, the black cylinders on the squid face warrior's arms ejected into his appendages. As a result, his arms grew twice as large and his already impressive strength increased by threefold. Cracks grew across his icy prison until…finally Vilgax busted out of the ice chunk.

Big Chill immediately went intangible to avoid being hurt by his own ice. He looked at Vilgax to see the rage in his cold red eyes had remarkably intensified.

"Pathetic," Vilgax hissed.

Before Ben could quip back, the golden gauntlet on Vilgax's left forearm illuminated. With quick reflexes, he snatched Big Chill by the neck, despite that he was intangible.

"If you recall, I can easily touch your intangible form with the Shield of Ziegel."

Without warning, yellow electricity flowed from Vilgax's left hand and all over Big Chill's body. The Necrofriggian slightly screamed as unbearable pain shot through his body. This continued for thirty seconds until the gauntlet ran out of juice. Big Chill's wings hanged down from the relief of the electric attack.

"Your attack methods haven't changed one bit, child." The warlord remarked as he tossed Ben into the cargo bay wall.

Big Chill grunted from hitting the wall and falling to his hands and knees. He head rose shakily as he narrowed his eyes in anger at his adversary.

"Well…if that wasn't good enough for you then maybe this will be. Time to go Ultimate!" Big Chill shouted.

He slapped the Omnitrix dial on his chest again. This time, four spikes popped out as another green light enveloped Ben's body. The only noticeable change to Big Chill was that his body color changed to an assortment of red, orange, and yellow to give him a fiery appearance. When the green flash vanished, Ben raised up his arms in a 'power up' fashion.

"**Ultimate Big Chill!" **He exclaimed loudly.

Another battle roar emanated from Vilgax as he charged at Ultimate Big Chill with his sword reared back. Ben inhaled deeply and as soon as his opponent got within range, he exhaled a large breathe of fire. The super-cold fire made contact with Vilgax's legs, causing them to instantaneously freeze over. Now the lower half of his body was now encased with strong, thick chunk of ice. Grunts escaped from underneath his mask as he struggled to pull himself free, but it was to no avail.

Before Ultimate Big Chill could initiate another attack, a fairly large sphere of pink energy slammed into Vilgax. The force behind the blow sent the warlord flying to the other side of the cargo bay. He slammed into the wall so hard a huge dent; large enough to pierce the hull of the ship appeared.

The hyper-evolved Necrofriggian turned his gaze to the direction of the shot to see Gwen staring back at him with a smirk. It seemed she had no trouble in handling those two battle droids Ben left for her, considering they were merely piles of burnt metal and circuitry on the floor.

The duo turned their attention on the monstrous form of Vilgax, who was pulling himself out of the wall. He eyed down the two super-powered cousins with bloodlust eyes.

"You will not defeat me you primitive animals! I will be victorious!" Vilgax babbled as he eyed down his enemies.

This time, it was Gwen's to turn to quip. "I don't know…Ben and I have kicked your green butt plenty of times in the past. What's so different about this time?"

The green goliath shot daggers at Gwen before he proclaimed. "This time…my strength and my power have increased to extraordinary limits. No one can stand against me. Not even your new Omnitrix can save you now, Tennyson."

"Yeah, yeah, yeah blah-blah-blah, let's just skip the 'evil speech' thing and get to the part where we humiliate you and send you back to the Null Void already." Ultimate Big Chill rasped.

Vilgax snarled angrily. The warrior reared back his sword and charged at his most hated enemies again.

…

Meanwhile, inside the cockpit, Kevin is working tirelessly to bring engine functions and major systems back online. It is proving to be difficult challenge considering the Rustbucket 3 took a big hit from the enemy ship. While he was typing on the monitor, typing codes to correct the errors in the systems, his curiosity got the best of him.

He turned on another screen to show the live video feed of the cargo bay. His eyes widen as a small gasp escaped his throat.

"Vilgax! But how?" Kevin muttered confusingly.

He was stumped at how Vilgax managed to free himself from the Null Void or even how he found them out here in the vast region of space.

The screen was filled with green for a second as Big Chill changed into Ultimate Big Chill. The black haired teen began to work even faster. Kevin could only hope that they could keep Vilgax at bay until he could get the ship running again.

As he was correcting malfunctions in the computer system, something caught his full attention. On the terminal that displayed the meter for the Quantum Drive's charge level was still rising. Even though the computer clearly stated that there was a malfunction in the Quantum Drive's machinery, it was still charging, and it appeared it is only seconds away from reaching the green.

Kevin pondered on this predicament for fleeting moment until a startling conclusion popped up in his head. The Quantum Drive could only still be charging if it was going to…

Kevin audibly gasped as he swiftly activated the com-links to Gwen's suit and Ben's Omnitrix. "Ben! Gwen! We need to abandon ship…the Quantum Drive is fixing to overload!" He yelled.

Unfortunately, the warning came too late as the needle left the yellow and touched the green.

"Oh no,"

All of a sudden, the ship began to shake as bluish-white electricity appeared over the Rustbucket 3's exterior. The electric bolts grew powerful and brighter by each second until it became so bright Kevin had no choice to cover his eyes.

…

A ferocious roar bellowed out from Vilgax's throat as he swung his blade at Ultimate Big Chill. The hyper-evolved Necrofriggian easily went intangible and avoided the swing, only to witness Vilgax's sword freeze over. Nevertheless, the energy and heat coursing off of the blade easily melted the subzero ice.

Ultimate Big Chill flew around Vilgax, trying to keep his full attention, which was proving successful. After going a full circle, Ben landed in front of the warrior with his wings folded and his body tangible as ever.

"Is that the best you got Vilgax? And you proclaim yourself to be 'the most dangerous being in the universe'? What a bad joke." Ben mocked.

The Omnitrix bearer's jokes only enraged Vilgax further as he roared even louder as raised his sword vertically and prepared to bring it down on Ultimate Big Chill's head. However, Ben anticipated this move and easily went intangible and phased through the floor at the last second. There was so much energy behind the strike that his sword cut a deep crevasse in the floor that pierced the Rustbucket 3's hull outside.

After he pulled his sword out of the cut floor, he scanned the room for Ben, only to be met in the face with multiple pink mana spheres. Vilgax grunted loudly as he stumbled backwards from the pain being inflicted on his face. Gwen continued her onslaught by shooting mana out of her hands.

Gwen then concentrated of her abilities and summoned mana tendrils out of her hands. The strong, pink tendrils wrapped around Vilgax, pinning his arms to his sides. Seeing his golden opportunity, Ultimate Big Chill phased back into the room and flew towards Vilgax's restraint form. Ben soared around Vilgax at high speeds while also exhaling a colossal amount of fiery ice breath. It appeared that a twister of fire was swallowing up the warrior's body.

A moment later, Ultimate Big Chill stopped flying in a circle around his opponent and landed by his cousin ten yards away. The fiery Necrofriggian folded his wings as he and Gwen gazed at Vilgax who was completely trapped inside a large chunk of ice.

"Calamari on ice anyone?" Ben joked.

Without warning, Gwen's built in com-link in her suit and the communication feature on Ben's Omnitrix blared to life with Kevin's voice.

"_Ben! Gwen! We need to abandon ship…the Quantum Drive is fixing to overload!" _Kevin said alertly.

Ultimate Big Chill and Gwen looked at each other both shocked from this startling news.

"We need to get out of here fast!" Gwen said loudly.

"Agreed,"

Suddenly, the duo felt the entire ship shake violently. They exited out of the cargo bay and into the cockpit only to see blue electric charges consuming the window. The light became so intense that Gwen and Ben had to cover their eyes from the blinding sensation.

"Kevin, what's going on?" Ultimate Big Chill asked in ghostly voice.

"The Quantum Drive was still charging even though it was damaged. It's about to overload!" Kevin exclaimed with his eyes shut and his hands placed over his helmet.

"Let's get out of…"

Ben was unable to finish his sentence. Out of nowhere, an unexpected phenomenon appeared in front of the Rustbucket 3. A blinding white rip in space emerged in front of the green spacecraft. It grew and grew until it even dwarfed Vilgax's battleship.

The outer edges of the rip were fluctuating rapidly with blue and gold energy. The suction force of the unstable portal sucked both the Rustbucket 3 and Vilgax's warship inside like water going down a drain. Once the two crafts vanished into a singularity, the vortex closed and disappeared from all sight.

…

**TF: Prime universe, Earth's orbit**

A bright yellow star shined brightly. Orbiting around the fiery behemoth were four rocky planets and four giant gas planets. The third planet is the only one harboring life. It is a world that's surface is seventy percent covered in blue oceans. The landscapes range from mountains, deserts, forests, artic regions, and human civilization. The natives of this world call their home, Earth.

Without warning, in-between Earth and its barren moon, an enormous bluish-white rip shaped portal appeared. Two objects were expelled from the fluctuating phenomenon before it vanished into oblivion.

The first was a large green jet shaped spaceship dubbed the Rustbucket 3. The exterior of the green craft was battered and dented in multiple places. Two cables are attached to the Rustbucket 3 right in front of its tail.

The cables connect to the bow of a massive interstellar ship that is three times bigger than the Rustbucket. This ship's color scheme is black and red and is overall shaped like a tune fork with a conning tower at the back. Red lighting dances between the split ends at the front of the vessel.

The two spaceships, thanks to their momentum, are quickly lessening the distance between them and the Earth. Inside the cockpit of the Rustbucket 3, all the terminals, computers and buttons are dark. In a slow matter, Gwen lifts her head off the floor.

At first, all she was that she had blacked out for an unknown amount of time. But like a floodgate opening, the memories came rushing back to her. The fight with Vilgax, Kevin saying the Quantum Drive was about to overload, and then…white light filling her vision.

The auburn haired girl looked around to see Kevin seating in the pilot seat unconscious and Ultimate Big Chill lying face down on the floor. The Anodite teen steadily picked herself off the floor and walked over to Kevin.

"Kevin, you okay?" Gwen asked as she shook his shoulder.

A couple moans emanated from Kevin's throat as his steely blue eyes began to slowly flutter open. His vision was blurry for a moment before it refocused. The first thing he saw was Gwen, still in her Plumber spacesuit, and a worried look on her face. He shook his head to clear the cobwebs before he got arose from the seat.

Gwen stood by him to lend support. "I'm…ugh…peachy. But what happened? Where are we?" Kevin inquired.

"Good question," Ultimate Big Chill commented.

The hyper-evolved Necrofriggian had already picked himself off the floor thanks to his impressive endurance. Suddenly, he turned his neck towards the closed door. From the other side, he could hear the sounds of ice cracking.

"But we've got a bigger problem: Vilgax. Gwen with me! Kevin…"

"Yeah, yeah stay here and try and get the ship under control, I got it." Kevin replied.

Gwen helped her boyfriend back into her chair before she sprinted towards the sliding door. Ultimate Big Chill floated off the ground and phased through the door. The first thing they saw was the icy prison Vilgax was currently trapped in was breaking rapidly.

Once again, the iceberg shattered into pieces, freeing a pissed off green gladiator. He eyed both Ben and Gwen with a malicious stare.

"You insects will pay for that!" Vilgax threatened.

"Not today," U. Big Chill whispered coldly.

Vilgax bellowed out another battle roar as he stormed towards the duo. Ultimate Big Chill went intangible and inhaled deeply while Gwen super-charged her hands with mana.

…

Back in the control room of the Rustbucket 3, Kevin is attempting to get the computers back online. However it is proving to be a fruitless endeavor.

"Come on you piece of scrap, work!" Kevin yelled frustratingly.

But the terminals continued to remain off. It confirmed his fear that the circuitry and the computer boards were all short circuited or overloaded. All the controls, besides the steering mechanism, were all worthless.

Kevin's panic and fear only increased when the view of a blue and white planet became bigger and bigger. The black haired teen's eyebrow rose from suspicion and slight shock.

"Hey…this planet looks like Earth." Kevin noted.

He studied the planet's surface for a few more moments. He observed the oceans and the shape of the continents and discovered that it was an exact match to Earth's terrain.

"Oh my God, it is Earth!" Kevin was silent for a moment before he chuckled a bit. "Heck even though it was broken that Quantum Drive still did the job."

His smile quickly faded when he realized that the ship was only seconds away from entering Earth's atmosphere. Kevin had mixed doubts that with the beating their ship took that if it would survive in reentry.

"Uh guys…we're about to hit Earth's atmosphere. Brace yourself for reentry." Kevin said over the com-links.

…

Ultimate Big Chill went flying backwards before he slammed into the floor and rolled a few times. He came to a stop near Gwen who was face down, trying to regain her bearings. Ultimate Big Chill held back a groan as he lifted his head off the floor. His whole body was shot with terrible pain, but Ben fought through it.

He looked up to see Vilgax's strolling towards him with his red flaming sword in hand. Suddenly, Kevin's voice blared through Gwen's com-link and Ben's Omnitrix again.

"_Uh guys…we're about to hit Earth's atmosphere. Brace yourself for reentry."_

"We are in the Earth system? Good! Your home world will bear witness as I hold up your lifeless form and claim your world as my own." Vilgax stated.

"As anyone ever told you that you talk too much?" Ben retorted as he narrowed his eyes at his archenemy.

Vilgax growled menacingly as he lifted up his sword and prepared to bring it down on Ultimate Big Chill. But the green warrior was interrupted as powerful blast of mana slammed in-between his eyes. Though Vilgax was nearly invulnerable, getting smacked between the eyes was still painful. He stumbled backwards a bit before catching his balance.

The warlord shot daggers at Gwen who was back on her feet. Her hands and eyes are glowing with mana.

"Back off," She commanded.

Before Vilgax could retaliate, he immediately noticed that Ultimate Big Chill was missing. Suddenly, for the third time, he felt his entire body freeze over as Ben phased through Vilgax's form from underneath.

At that moment, the Rustbucket 3 began to shake even more rapidly. Fire consumed the front of the jet shaped craft as it speedily descended towards the planet surface. Upon reentry, the cables attached to the Rustbucket from Vilgax's battleship snapped in half from the intense heat. Vilgax's battleship fell uncontrollably on a course parallel to the Rustbucket 3. But the distance between the two spaceships was growing wider and wider.

Unexpectedly, the tail end of the Rustbucket broke apart from the ship and disappeared in the fiery, smoky wake of the ship. For the third time, Vilgax busted out of the subzero ice chunk only to be met with a strong suction force from behind. Vilgax's hands clutched the floor as he dug his metallic feet into the floor too.

Ultimate Big Chill and Gwen leaned back, trying hard to fight the fast flowing air. Suddenly, Ben got an idea of to get rid of Vilgax…at least for the moment. The hyper-evolved Necrofriggian inhaled deeply before exhaling another fiery, super-cold breathe again.

Everything but Vilgax's head was encased with strong, freezing ice again. Ultimate Big Chill turned his head towards Gwen and shouted, "Gwen!"

She nodded her head in understanding. The Anodite teen's fist lite up with pink energy. Gwen allowed her energy to charge momentarily before she discharged a powerful blast of mana. Vilgax's red eyes slightly widened as a sphere of pink slammed into his face again.

"Tennyson!" Vilgax cried out.

His frozen form went flying out of the large opening in the cargo bay and disappeared in the flaming wake of the Rustbucket 3.

Ultimate Big Chill then went intangible and floated off the ground. He picked up Gwen and made her intangible too before he phased through the wall and into the cockpit. Ben made him and his cousin tangible again upon entering the room.

Fire was the only thing they could see out the window. Gwen ran towards Kevin while U. Big Chill simply flew towards him.

"Kevin?" Gwen asked.

"We're coming in hot! And the controls aren't responding!" Kevin answered.

"How long till we impact?" She inquired.

"Three minutes," Kevin replied.

"Then we better abandon ship while we still can." Ultimate Big Chill commented.

The fire in the windows suddenly dissipated. A clear view of a desert region, thousands of feet in the air, came into view. Ultimate Big Chill grabbed Gwen's left arm with his right hand while he grabbed Kevin's right arm with his left one. Focusing hard on his abilities, Ben was able to make all three of them intangible.

Ultimate Big Chill floated upwards with Gwen and Kevin in hand as they phased through the roof of the cockpit. The trio arrived outside, and were unaffected by the heat coursing from the ship's hull. Ben flapped his wings as he ascended into the clouds, putting a safe distance between them and their fiery ship.

The Rustbucket 3 remained fairly intact despite losing its tail and a chunk of the backend. Fire has engulfed the nose and underside of the green spaceship. It continued its descent downward to the desert region below.

…

It was early morning in the town of Jasper Nevada. The yellow sun is beginning to peak over the eastern horizon and the many rocky plateaus that fill the landscape. A black sky is fading into a blue one with pink-purplish cloud wisps that resemble a paintbrush stroke. The serene feeling to the ole country town was shattered as a loud boom shook the sky overhead.

If anyone was outside they would see a fireball enveloping a spaceship falling towards the ground. The object passed clean over Jasper and descended west, miles away from city limits.

The Rustbucket 3 finally crash landed inside a wide, deep canyon with nothing but sand and rock filling the bottom. An audible explosion could be heard for miles as the ship made impact with the ground. An onyx mushroom cloud arose from the wreckage and high into the atmosphere where anyone could see it for miles.

As the smoke slowly dispersed, a large crater spanning a half a mile in diameter could be seen at the bottom of the gorge. In fact, the impact was so powerful and destructive that both ends of the canyon walls had collapsed over hundred feet back. The impact zone was nothing more than a smoldering area of fire, smoke, and rumble.

The only remains of the Rustbucket 3 are the small green plating scattered at the bottom of the smoking crater.

Ultimate Big Chill, Kevin, and Gwen dropped out of the morning sky and descended towards crash site. They landed ten yards from the smoky rim of the big hole in the ground. The trio stared at the smoking crater for a few moments.

A flash of green light brought Gwen and Kevin back to reality as Ultimate Big Chill turned back to Big Chill, and then back to Ben. The emerald eyed teen stepped forward and gazed at the wreckage for a few seconds too before he broke the silence.

"Well...this sucks." He stated.

He then started looking around to observe their surroundings. It was obvious they were in a deep, wide gorge in the middle of a desert landscape. But the question remains, where?

Ben turned around to face his friends. "Okay, so…anyone know where we are?"

**A/N: Well I hope you enjoyed! Again thanks to **_**The Incredible Muffin**_** for suggesting this idea to start off the story. If I made any spelling or grammar mistakes anywhere please tell me. Leave any questions, comments, and/or suggestions in the review box. Until next time…Ultimate out!**


	2. Unexpected Encounter

**A/N: Thanks to those who review and favorite/followed the story so far. **

**However, there was one lengthy review from a "Guest" that caught my attention. He pointed out a few errors in my writing. One was that the first chapter seemed a bit rushed. To be honest, I really don't believe it was rushed. But I promise the next chapters will happen at a slow to medium pace so you readers won't have to worry about it developing too quickly. **

"**Guest" also pointed out that only one person can fly an aircraft/spaceship. It was a good point and I felt silly for not realizing that. Thus I quickly went back and changed it to where Ben was manning the navigation/weapons systems. **

**Another thing was how Kevin was able to get the something like the Quantum Drive. If it makes you feel better "Guest" and others who were also curious about how Kevin got the Quantum Drive, I did go back to chapter 1 and added Kevin's explanation of how he acquired it in the first place. **

**One other thing that this "Guest" pointed out was the abbreviations I had for Quantum Drive like (Q.D.) and Rustbucket 3 (RB3). Okay I'll admit then I was getting tired of typing out 'Quantum Drive' and 'Rustbucket 3' and I went back and fixed that. I still don't see how that's a problem since people know what it is, but whatever. Also, on Ben 10 wikia it did say the Rustbucket 3 was sometimes referred to as the "RB3". **

**Some of you like "Guest" say the older version was better. Listen, I'm sure some of you did like the original, but I'm telling you I was completely stumped after the third chapter and it was really going nowhere after that. **

**I have more to work with in this version since it takes place at the start of season 1. Now, enough of my babbling and on with the story! **

…

**Ben 10: Prime Force**

**Chapter 2: Unexpected Encounter**

It was early morning in the Nevada desert. The yellow sun was rising over the horizon, and the atmosphere was turning from black to a light, faded blue. The scarce pink-purplish clouds overhead resemble a stroke of a paintbrush. The sandy, golden plateaus and the many rock formations in the vast desert appear marvelous as the morning rays light up the land.

However, something seems out of place in this wondrous desert landscape. A trail of smoke clouds can be seen rising from the bottom of a deep, wide gorge. At the bottom of this rocky canyon, was a fairly large crater that happens to be the source of the onyx air.

Inside the crater are glowing red hot fissures that were created from the intense force of the impact. Not much remains of the object that crash landed in the canyon. That object, just happened to be a highly advanced, Plumber ship dubbed the Rustbucket 3.

Or at least it was a ship. Only small fragments of green plating and a few tiny sections of the wings remain of the once proud spaceship.

Ben Tennyson, Gwen Tennyson, and Kevin Levin stand at the rim of the burning hole, all three of them in deep thought over the events that transpired. Everything from the evacuation mission, getting attacked by Vilgax, the Quantum Drive overloading to now was being replayed in their minds.

A moment of silence passed by before Ben turned around to face his friends. The trio's Plumber spacesuits had already manifested back into gauntlet form on their arms.

"Okay, so…anyone know where we are?" Ben asked.

Gwen shrugged. "I don't know. Kevin?"

Ben and Gwen both looked at Kevin, expecting some kind of answer from him regarding their current situation.

"Well…we are on Earth. That much I know." The messy haired teen replied.

"Wait, wait time out! We're on Earth?! How did we get here?" Ben inquired, shocked to hear that they were back on their home planet.

True, Ben had heard Kevin say they were entering the Earth system when he and Gwen were fighting Vilgax. But he was still a bit surprised since Kevin said the Q.D. had malfunctioned.

Kevin merely shrugged his shoulders. "To be honest, I'm not sure. The Quantum Drive had malfunctioned after Vilgax's ship shot the engines. But amazingly, the thing was still charging even though it was broken."

Gwen held her chin with her thumb and index finger in a thinking matter. "How could it still work if it was broken?"

"Beats me," The half Osmosian said. He then began to rub the back of his neck sheepishly. "I never really read that part in the instruction manual."

Just then, the emerald eyes of both Ben and Gwen glared at Kevin angrily.

"You mean to tell us you installed that thing into our ship without reading the whole manual?! Without knowing what that thing could do?" Ben complied in a raised voice.

Gwen narrowed at her eyes at her boyfriend and crossed her arms over her chest. She is equally as mad as Ben is at Kevin. The two cousins glared at him awaiting an explanation.

Kevin raised his hands in a placating matter. "Okay, okay I'll admit that it was kind of stupid of me to not read the entire manual."

"'Kind of stupid'?" Gwen said with a raised eyebrow.

"Alright! It was really stupid of me." He admitted. "I only read enough to know how to install it and how it worked."

Ben face-palmed with his right hand and then pinched the bridge of his nose. He let out a deep sigh filled of frustration. Not only were they without a ship, but Vilgax is back and he is still out there somewhere. And Ben knows for certain that he will be back for revenge, he always comes back for revenge.

Ben waved his hands in front of him for a second. "Okay, okay look…we'll talk about this later. Right now, we gotta get ahold of Grandpa Max and the Plumbers and explain to them what happened. They're going to want to know that Vilgax escaped the Null Void and is on Earth."

The magic-user and the Osmosian nodded in agreement. Gwen then pulled out her Plumber badge out of her pocket. It was a circular disk with the same green hour glass symbol that was on Ben's Omnitrix.

"Agent Gwen Tennyson to Plumber HQ, come in Plumber HQ." Gwen said to the badge.

However, the only thing response she got was static. She, as well as Ben and Kevin, raised a brow in confusion. Their Plumber badges could get a signal anywhere around the Earth, no matter how far they were from civilization.

Gwen tried again. "Agent Gwen Tennyson to Plumber HQ, come in Plumber HQ."

Again, there was nothing but static.

The auburn haired girl lowered the disk and looked at Ben and Kevin with slightly worried expression on her face.

"That's strange. We can always get a signal on Earth, and even in the vast void of space." Gwen noted.

"Let me try mine." Kevin replied.

He pulled out his Plumber badge from his pocket and tried calling in Plumber headquarters twice. But he was met with the same results as Gwen.

"Mine's not working either."

"Let me try calling them with the Omnitrix." Ben offered.

The brunette tapped the Omnitrix faceplate and activated the communication function. However, just like with Gwen and Kevin, all Ben got was static. A frown grew on Ben's lips. Something was wrong.

"Okay…how in the world are the com-links on the Omnitrix and your Plumber badges not working?" Ben queried in an annoyed tone.

Kevin hummed as he tried to contemplating on a possible explanation. A few seconds later, he suggested, "After the Quantum Drive overloaded, all the equipment and controls in the Rustbucket were short circuited and wouldn't work. Maybe it did the same to our badges."

It seemed like a logical answer, except for one thing…

"There is one problem with that." Ben claimed. "Azmuth told me he built an Anti-EMP barrier and other types of high-tech shielding that protect the Omnitrix from energy fluctuations like that. What happened on the Rustbucket shouldn't have affected the Omnitrix at all."

"Good point, but I did say 'maybe' it screwed up our badges. I never said it did, it was just a possible explanation." Kevin argued.

While Ben and Kevin argued, an idea popped up in Gwen's head. She reached into her jean pocket and pulled out her pink cellphone. She checked to make sure if it was still operational. If Kevin's presumption is correct, that energy wave from the Quantum Drive should've easily disabled their cellphones too. Gwen pressed the on button, and miraculously…the screen actually came to life.

"Uh guys," Gwen caught Ben and Kevin's attention. "My cellphone still works. If that energy wave did short circuit our badges, then it should've done the same to my phone."

Ben and Kevin looked at each other for a second before returning their gaze to Gwen. They both were both inwardly stunned to hear that Gwen's phone was still working. They then decided to follow Gwen's example and check and see if theirs worked too.

After pulling them out of their pockets and turning them on, Ben and Kevin discovered that their cellphones were operational as well.

"Okay…so if the Quantum Drive didn't mess up our badges then what did?" Kevin asked.

There was a period of silence as Ben, Kevin, and Gwen contemplated on why nobody was answering their com-links.

"Maybe they're having technical difficulties at Plumber HQ?" Gwen implied.

"Someone could be transmitting a signal scrambler pulse?" Kevin added.

"Maybe," Ben replied. "But the reason for why nobody's responding is a question for later. Right now, our main priority is contacting Grandpa Max."

Gwen and Kevin both nodded in agreement to Ben's logic.

"So…what's the plan, hero?" Kevin asked with a bit of sarcasm, and was rewarded with an elbow to the ribs by Gwen.

Ben stepped forward and passed the couple. He was staring at the sun that had risen over the horizon.

He turned his head back to the duo. "When we were flying over…I caught a glimpse of a small town that way, about a dozen miles or so." Ben paused as he pointed east. "If we go there, our cellphones can get a signal and we can call Grandpa Max."

"Good plan," Kevin smirked and then focused his attention on Gwen. "So…Gwen, would you mind teleporting us there?"

"No!" The jacket clad teen interrupted. "Save your strength Gwen. There's still that chance that Vilgax will find us, and if he does…we'll need all our strength to fight him."

Gwen put a hand on her hip as she smirked at her cousin. "You're actually thinking it through, huh?"

"I am smarter than I let on." Ben retorted with his trademark cocky grin.

"So how do we get there, walk?" Kevin asked.

Ben just gave him an incredulous look. _'Did he really just ask that?' _Ben thought.

"No, I go Jet Ray and fly us there." Ben answered.

Before any objections could be made by the messy black haired teen, Ben tapped the Omnitrix faceplate. The green holo-ring popped up with the head icons occupying the top half. He scrolled through his transformation playlist for a few seconds until he found the one he wanted. Ben placed the icon inside the box, at the top of the ring, and pressed it.

A beeping sound was made as the square faceplate slid backward, letting the Omnitrix core pop out. Ben quickly slammed the dial down and was instantly engulfed in a familiar green light. In nanoseconds, his body transformed into red manta-ray like alien with the underside of his wings being colored yellow.

"**Jet Ray," **The Aerophibian shouted as the light died away.

"Dude," Kevin gave Ben a slightly annoyed look. "You really gotta stop calling out your transformations names. We already know who they are."

Jet Ray glared back at buff teen and countered, "No way! Calling out my aliens names is my thing. Besides, didn't we already settle this? I shout out my names because they strike fear into my enemies."

Kevin folded his arms across his chest and looked at Jet Ray with a raised brow. "Uh…no…it doesn't."

Gwen sighed frustratingly as she pinched the bridge of her nose. "If you two girls are done, can we please get a move on!?" She demanded.

"Do we really have to fly Tennyson Airlines again?" Kevin whined.

In a swift motion, Jet Ray hovered off the ground, grabbed Gwen and Kevin with his feet before any other compliant or remark could be made. In seconds, Jet Ray was soaring high into the morning sky, and quickly making ground towards the little small town in the distance.

"Up, up, and away!" The red manta-ray alien exclaimed as he passed through some pink, wispy clouds.

…

Over thirty miles south of the Rustbucket crash site, is a massive rocky mesa, blinding in well with the other plateaus across the landscape. But in reality, this mesa is actually a decommissioned missile silo from the Cold War. Now, it serves as the base of operations for the Autobots.

The Autobots are autonomous robotic organisms from the Planet Cybertron; a world made of metal and is far, far away from Earth. The Autobots, for eons, have been at war with their archenemies, the Decepticons. While the Autobots wanted freedom and peace, the Decepticons dreamt for tyranny and power.

After centuries of civil war, their once magnificent home world is now nothing more than a dead wasteland. This forced the few surviving 'Bots and 'Cons to abandon Cybertron and set out for the stars.

Eventually, Optimus Prime, the leader of the Autobots, and his small team called Team Prime sought refuge on Earth while forming an alliance with the United States Government. Unfortunately, Megatron, the leader of the Decepticons, and his army were not too far behind.

However, for the past three Earth years, Megatron has been unheard from and Decepticon activity has been relatively quiet. That is, until today. The Decepticons have returned, if they haven't even left at all.

Optimus fears that if the Decepticons are scouting for Energon, they could be preparing for _his_ return.

The former silo is dubbed Autobot Outpost Omega-1. Inside the base, Ratchet who is Team Prime's medic/scientist, steps to a computer terminal in the main ops room. The gruff looking figure takes in a deep breath of unneeded air and vents a heavy sigh.

Today is a tragic day for Team Prime. They had loss one of their own: Cliffjumper. Yesterday evening, while on patrol, Cliffjumper drove across an untapped Energon deposit. But the red Autobot was immediately ambushed by a squadron of Vehicon troopers. He fought bravely but was outnumbered and nearly killed when the Energon deposit ignited.

By the time the rest of Team Prime had gotten there, the Energon was destroyed and Cliffjumper was gone. Any hopes of him only being taken prisoner was obliterated as Ratchet announced that Cliff's life signal…had gone offline.

The team has been hit hard from the loss of their comrade, but Arcee, Cliffjumper's partner, had been hit the hardest. Ratchet couldn't help but sigh in sorrow for the poor blue femme. She had already been through so much pain in losing Tailgate to that wretched spider, Airachnid. And now this!

Just twenty minutes ago, after the sun had fully risen over the horizon, the Autobots had built a memorial for Cliffjumper on top of Outpost Omega. It was a monument of rocks with a piece of Cliff's horn on it. Though it wasn't much, it would still commemorate his memory.

Even though Arcee had a neutral expression on her faceplate during the funeral, anyone could tell that she was in deep pain. It would be a long time before she moved on from Cliff's death. Until then, Ratchet knew that the femme would talk less and isolate herself from the group.

As Ratchet's optics scanned over the data on the monitor, something quickly caught his attention. The computer had shown that some strange energy fluctuation had appeared outside of Earth's orbit, just this morning.

Curious, the medic typed in a few commands to gain better knowledge. After a few minutes, Ratchet discovered that some sort of fluctuation, similar but different from a space bridge had opened up in Earth's orbit only an hour ago. But that wasn't the only thing that got Ratchet's full attention. It appeared that two, unknown objects had exited from the phenomenon as well.

He synced with Earth's satellites and maximized the power to the bases sensors to try and see if he can find out what they were or if they landed on the planet. The old medic relentlessly continued for five minutes until he found something shocking.

It appeared that the first object to exit the unknown fluctuation had landed only thirty miles north of their base. The second object had disappeared from Omega Outpost's and Earth's sensors mid-way during reentry.

Ratchet pondered on this unprecedented development. _'It could be an Autobot ship? That strange fluctuation that occurred in space could've been them leaving hyper-space? But the second object that disappeared is a mystery?' _Ratchet paused as he hummed. _'Hmm…whatever this is…I must inform Optimus right away.'_

Right on cue, he heard the titanic footsteps of Optimus and Bulkhead walk into the command center from the large corridor. The gruff bot turned his helm away from the terminal to notify his leader.

"Optimus, something has come up that I believe warrants our investigation." Ratchet informed.

The red/blue metal titan stepped forward while Bulkhead stayed back listening in on the conversation. "Do tell, old friend." He said in deep, baritone voice.

Ratchet returned his gaze to the monitor before he spoke. "This morning, around an hour ago, an energy fluctuation, similar to a space bridge portal, opened up in Earth's orbit. Out of it came two unidentified objects."

This did peak Optimus's curiosity. "Do we know the current location of said objects?"

"Only one," Ratchet answered. "During reentry, the second object had disappeared from our sensors completely. But miraculously, the first one landed just thirty miles north of our base."

Optimus and Bulkhead's optics widen slightly from knowing how close to home this object landed. But then, another question entered the Prime's processor.

"Does the human government know of this?" Optimus inquired.

Ratchet huffed. "Unlikely. Since they appeared suddenly in Earth's orbit and entered the atmosphere within a few minutes, their satellites would've had enough time to track them." He explained.

"Very well," Optimus replied. "Then we shall investigate the landing spot. Ratchet, accompany me. Bulkhead, stand by at base."

"Got it Optimus," The green Wrecker said.

The orange and white medic strolled to the groundbridge controls. He entered in the coordinates before he pulled down the lever. All of a sudden, a carved out tunnel in the silo that was occupied with an apparatus of ring structures sparkled to life with greenish-blue light. A few seconds later, a swirling portal took shape at the end of the tunnel.

Optimus and Ratchet walked into the groundbridge. When they emerged on the other side, they observed their surroundings. They were in a deep, wide gorge from the looks of it. But it was what was ahead of them that really grabbed their attention.

Only ten yards from their feet, was the rim of a giant, billowing crater. For a fleeting moment, the Autobot leader and the gruff medic stared at the giant hole. It appeared that whatever crash landed here, had had enough force to tear away a few hundred feet of the golden canyon walls and make a two hundred feet deep hole.

Inside the crater, they could see red fissures crackling at the bottom and the sides. The smoke ascending from the hole was dissipating, giving them better access to look into the crater.

"A crash landing," Optimus summarized.

"That or it might've just been a meteor." Ratchet implied.

"Only one way to know for sure,"

Optimus stepped to the crater rim and carefully slid down into it. Ratchet was right behind him. It took them only ten seconds to reach the bottom. The duo could feel that the ground was really hot, too much for a human, but bearable for a Cybertronian.

Only after a minute of looking through the crater, they found green metal fragments scattered everywhere. Ratchet had taken a few pieces and places them in his subspace compartment on his hip. He plans to analyze them to determine if their properties were of Earth, Cybertron, or unknown.

After five minutes, Optimus and Ratchet had searched the entire crater and didn't find anything else but the small, green metal pieces. Though little remains, it was for certain, that whatever crash landed here, was definitely artificial.

Just before Optimus could call base for pick-up, Ratchet spotted something towards the east side of the crater. From the distance, it appeared to be a faint white light.

"Hold on Optimus," Ratchet said before he could contact base. "I think I see something up there."

Ratchet proceeded to the white light with a curious Optimus Prime in tow. Upon entering the location, they found few beams of white light seeped out from a gap in-between some rocks. Ratchet carefully removed the small boulders away to uncover the source of the mysterious light.

Lying in the rocks was a metal cylinder. It was five feet long and appeared to be three feet in diameter. The metal plating was burnt and severely dented all over. Tubing and circuitry that could be seen from openings in the seams of the device appeared to be torn to shreds. In the center of the cylinder, was a small glass port hole with faint white light pouring out of it.

"What do you presume it is, old friend?" Optimus asked.

Ratchet hummed in contemplation as his processor forged suggestion to what this cylinder was. The medic held up his right forearm and mentally commanded his scanners to analyze the object. Without warning, a beam of yellow light scanned the cylinder up and down. The results appeared on a monitor on Ratchet's arm.

"I'm not for certain, but whatever this is, it could be either a power source or a hyper-space drive…or what's left of one." Ratchet answered. "I'd have to take it back to my lab for further examination."

"Is it stable enough to bring back to base?" Optimus queried with concern.

"My scanners say that the energy source inside the cylinder is fairly weak. I don't believe we have to worry about any…complications."

"Very well, I'll allow it." The massive titan complied. Optimus then placed a finger digit to the side of his helm before he spoke. "Bulkhead, reopen the groundbridge to our coordinates."

Suddenly, a swirling vortex of green appeared right in front of Optimus and Ratchet. The duo stepped through the portal and arrived back in the main ops center of their base.

Bulkhead's optics was instantly drawn to the burnt, beat up cylinder in Ratchet's servos. Out of curiosity, the former Wrecker stepped towards them to get a better look at the object.

"Cool. What's that?" Bulkhead asked as he approached closer to Ratchet.

"Ep, ep, ep!" Ratchet exclaimed. "Don't touch! I need to study this artifact and I don't need you breaking it or another one of my tools."

As Ratchet carried the cylinder to his lab across the command center, Bulkhead huffed annoyingly before he turned back to Optimus.

"So, what'd you find out there?" The hulky warrior inquired.

"We determined that it was a crash site. Of what, we do not know. All we found leftover in the crater were metal fragments and that cylinder."

Bulkhead looked down as if he was thinking deeply. "You…think it could've been a Cybertronian ship?"

"It's difficult to say." Optimus replied. "We didn't find much remaining at the site. But Ratchet did bring back some fragments to see if they correspond to any Cybertronian metals."

Bulkhead simply nodded from understanding. He then decided to change the subject to something a little more sensitive.

"So…I know this is off subject but…do you think Arcee will be okay?" He asked worriedly.

Bulkhead, like everyone else, was worried for the femme's emotional state. After all, she had lost her second partner, and a great friend that she enjoyed being around with. Now that Cliffjumper's gone, it was foreseeable that Arcee would begin to close herself off from everyone.

Optimus looked at Bulkhead, but was silent. His blue eyes illuminated with eons of battle, suffering, kindness, and wisdom. The last of the Primes remained silent for a moment before he spoke again.

"Cliffjumper and Arcee were very close, as you know. She will be grieving for quite some time." He pauses. "We can only hope that in time, she learns to accept it and move on, and hopefully…for her sake, find a new source of happiness."

…

It took only a few minutes for Jet Ray and his passengers to reach the small, desert town. Jet Ray looked down and spotted a few, secluded warehouses. Out of habit for not wanting to be seen, the red manta-ray alien swooped down and landed behind one of the big storage buildings.

He set Gwen and Kevin to their feet before tapping the Omnitrix dial on his chest. In a flash of green light, Jet Ray turned back to Ben.

Kevin looked at Ben and said, "Why do you bother trying to keep out of sight? Everyone in the world already knows who you are."

Ben turned to face his best friend with a serious expression. "Because dealing with the press and the mobs of fan girls gets pretty annoying after a while. The less attention I draw, the better."

The trio then proceeded out of the warehouse area and walked down a sidewalk they believed would take them into downtown. From there, they could find out where they are, and get a phone to contact Grandpa Max.

"Still hate being famous?" Gwen asked as the strolled down the empty concrete pathways.

"It was pretty cool at first, but after dealing with Will Harangue, the countless fans invading my space, and the Jennifer Nocturne incident…I realized being a celebrity blows. I really do wish I had my secret identity back." Ben admitted sincerely.

"I feel for yah." Kevin replied.

For the next ten minutes, Ben replayed the events that led to their current predicament; everything from evacuating an entire planet, getting ambushed by Vilgax, and the Quantum Drive overloading to now. Ben was still curious as to how Vilgax managed to escape the Null Void. On the other hand, if Kevin was able to find a way out years ago, then chances are that Vilgax could to.

As they were walking, Ben snapped back to reality when he realized they finally made to what they believed was downtown. There were old brick buildings, shops, and multiple businesses on every street and corner. This town had a sort of country feel to it that could make any feel a bit relaxed.

Despite being a city boy, Ben did enjoy the wide open spaces and fresh air that a town such as this could provide. As the trio was strolling by a hardware store, something caught Ben's eye. He stopped and picked up a paper from the newspaper rack outside.

"Hmm…we're in a town called Jasper, Nevada." Ben noted as he read the top of the newspaper.

Gwen pulled out her pink phone from her pocket. A noticeable frown crossed her face as she sighed. "Still no phone signal," She muttered.

Ben and Kevin took out their cellphones and saw similar results. Ben looked down in contemplation. "That's weird." He said. "Even though this town is small it should still have a cellphone tower somewhere."

"Imagine that, no service in dullsville." Kevin quipped.

Suddenly, Ben heard a distinct rumbling from his torso. It was then that he remembered he hadn't eaten anything in over twelve hours. He felt his stomach rumble again. Thoughts of chili fries and smoothies filled his Ben and almost caused him to lick his lips. The brunette teen quickly decided he needed to get something to eat, if not that then at least a smoothie.

"We'll split up. You and Kevin see if you can find a phone to call Grandpa Max. I'm…gonna go…somewhere." Ben said.

Gwen raised an eyebrow as she folded her arms over her chest. "Oh…and do what?" She asked suspiciously.

Ben rubbed the back of his neck sheepishly, and let his eyes wander to the ground a bit. He was feigning for a believable excuse to break off from the group so he could get something to eat.

"I'm going to go scout it out near that fast food place down the street." Ben pointed to burger joint a couple blocks to the right. From where they were they could see a giant sign that read: K/O Burger Drive-In.

Gwen looked at him incredulously. "Seriously? We nearly got vaporized by Vilgax and we lost our ship and you're worried about food?!"

"I'll ask for a phone while I'm in there." Ben assured. "Besides saving an entire race from extinction and fighting Vilgax makes me hungry."

Gwen lowered her head and sighed. "Alright, go. We'll find you when we get ahold of the Plumbers."

Ben smiled and nodded before he parted ways from Gwen and Kevin. He crossed the relatively empty street with his hands in his jean pockets. Though Ben was thinking about a smoothie and getting something to snack on, he was also pondering about Vilgax.

He and Gwen both witnessed him burn up in a fireball during reentry. But Ben knew better. Vilgax would be back. It wasn't a matter of 'if' it was a matter of 'when'.

As Ben was walking, he caught sight of a couple boys close to his age coming his way, talking to one another. He immediately lowered his head to avoid their gaze. Usually when he was in public, he had the press bombarding him with questions, girls trying to mob him, or the people who listened to Will Harangue giving him death glares.

But remarkably, the two teens walked passed him without looking at him. Ben looked back momentarily before he continued walking, his brow rose in confusion. People always noticed him, especially teenagers! Yet those two walked right by without noticing him.

'_Okay that was weird.' _Ben thought. _'Do those guys watch the news? Did they know who I am? Or did they just plain out didn't care if I was here?' _Ben simply shrugged. _'Whatever, fine by me. Besides, after everything that's happened today, I really don't want any public attention right now.' _He said inwardly.

Ben didn't see anyone else walking down the sidewalk. It was mid-morning in Jasper and other than a few cars passing by, it was seemingly quiet. He took a deep breath of air and exhaled it. The peace and tranquility of this little town soothed Ben's worried mind. But he was still hungry.

He looked up to see the fast food restaurant, K/O Burger, was now a block away. The brown haired adolescent sped up his pace in eagerness to sate his hunger. Upon reaching the establishment, a sudden realization entered Ben's head.

It was most likely that when he entered the building, the people in there would immediately recognize him. They would either be shocked and excited to see him or angry and demand he leave. The latter part was all because of that stupid reporter Will Harangue for turning the world against him.

Despite what may or may not happen, Ben took a deep breath and did it anyway. He pushed open the glass door and walked inside the restaurant. However, the Omnitrix wielder was met with quite a surprise when he came inside.

…

Arcee, in her vehicle mode, was driving down a lone stretch of road that led to Jasper. All around her were rocks and mesas in the distance. It was early afternoon and the sky was blue with white puffy clouds and the sun out shining.

But she did not take notice to hardly any of the scenery around her.

The Autobot femme was lost in her own deep thoughts. Sadness, depression, and failure were eating away at her spark. She had just lost her partner and good friend, Cliffjumper. Arcee made sure to keep her emotions in check, but it was proving to be a challenge.

She and Cliffjumper were close, and accepting he was gone was difficult. She had already lost one partner, why did she have to lose a second.

'_I can't believe he's gone. I can still remember talking to him yesterday before we went out on patrol. I can still see his grinning faceplate.' _Arcee said inwardly.

Inching closer to town, she reluctantly knocked down her speed to avoid possibly getting pulled over. A moment of inward and outwards silenced passed as the air rushed pass her aerodynamic frame.

Suddenly, grief was replaced by anger, anger with herself. _'I should've known better than to allow myself to become real close with him. Sure me and Cliff had fun together and he did bring out a side of me I haven't shown since Tailgate's…horrid demise, but…knowing how the universe hates me…I should've just closed myself off from everyone.' _She reprimanded.

When the old buildings of Jasper came into view, Arcee swiftly activated her hologram rider, Sadie. After a moment of letting it sink it, she let out a stress filled sigh.

'_No, I shouldn't close myself off from everyone. Closing myself off will not make it any easier for me or the team.' _Arcee thought, remembering an important lesson Cliffjumper taught her when they first met. _'Cliff is gone. There's nothing I can do about it. Sulking around won't change a thing.' _

After that latter thought, Arcee instantly recalled what she said to her team before she drove off for Jasper this morning. _"If Cliff is gone, standing around sulking won't bring him back. So if anyone minds, I think I'll get back to protecting humankind."_

The blue femme began thinking about her earlier statement more and more. '_Why does Optimus want us to protect the humans? It's like Ratchet said, defending them will only lead to more tragedy! Besides, it's not like those flesh bags would ever accept us if they knew of our existence.' _She paused for a minute. _ 'I know I never really agreed with Ratchet on this subject before…but after today…I am starting to agree with him. The humans are just weak, primitive organics that don't deserve a second thought. The only reason I protect them is because I'm just following Prime's orders.' _

While mulling over her emotions and newfound, rash opinion of humanity, Arcee noticed that she was driving out of downtown Jasper. The blue motorcycle stopped at an intersection and turned to the right, unaware at the moment that she was being followed.

All of a sudden, three purple and black sports cars drove out of a gas station parking lot and began steadily pursued the motorcycle. Arcee adjusted her mirrors to where she could see the trio of purple/black cars tailing her.

"Triplets," Arcee growled quietly.

To avoid their detection, the blue Autobot exited off the road and into the nearest parking lot. She drove into an empty parking space right in front of an establishment called: K/O Burger Drive-In.

The femme adjusted her mirrors towards the road. She let out a sigh of relief as the three Vehicons continued down the road, without noticing her. Arcee scanned her surroundings and was pleased to find nobody outside.

"Take five, Sadie." Arcee said as she shut off her motor, deactivated her hologram, and let out her stand.

…

A couple of minutes after entering the restaurant, Ben walked out with a sixteen ounce cup of banana-strawberry smoothie. He slurped down the delicious substance, not caring that it could lead to a brain-freeze. After looking at the food K/O served, Ben decided against getting something to eat and settle with a smoothie instead. Even though he did like fast food occasionally, this place's food was too greasy.

But Ben was not really concerned with eating at the moment. The superhero adolescent was nearly shocked. When he had walked into the establishment, Ben saw a family eating at a table, and a group of teens seating in the corner, socializing. However, what stunned Ben was the fact that none of these people even looked at him or even noticed him.

Of course, while Ben was in there he did politely ask if he could use their phone. However, the cashier stated that customers were not allowed access to them. Ben huffed. It was a stupid policy. After all, he was a paying customer; he should be able to call somebody if he has to.

But that wasn't what was concerning Ben. The Omnitrix bearer was really confused. Usually whenever he walked into a restaurant or any public establishment, people would always notice him and/or swarm all over him.

But, these people, acted as if they didn't know Ben. This really did confuse the teen hero, he was sure that everyone in the world knew who he was, even people in small towns like this one.

"Something's not quite right. Even in a small town like Jasper, Nevada, these people should at least be looking at me. After all, it's not every day Earth's greatest hero pays them a visit." Ben said quietly before he let out a sigh. "Still…I guess I really should consider this a good thing. Because I really don't need peoples…"

Abruptly, Ben stopped dead in his tracks. Just ten yards to his left was the most beautiful machine he had ever seen. The machine in question was a blue sports motorcycle with white and pink highlights. He unexpectedly lost his grip on his smoothie, letting it fall to the asphalt, and spilling everywhere. Ben ignored it and walked toward the machine, in a seemingly mystified matter.

"…love," Ben whispered, completing his earlier sentence.

He approached the motorcycle and starred at it with an awed expression. Arcee fixed her mirror where she could see the incoming green jacket teen.

"Hello beautiful," Ben said. "Where have you been all my life?"

The brunette ran his hands along the black leather seat, enjoying the feel and curves. Arcee inwardly shuddered, and if she were in robot mode, she would be gritting her teeth, trying to bit back a moan. For some unknown reason, this human's touch felt soothing to her. But under present circumstances, it enraged Arcee.

'_Who is this human? And…why did it feel…good when he touched me? I need to get out of here!' _Arcee thought alarmingly.

Without warning, Ben straddled her motorcycle form and took a firm grip on the handlebars, almost eliciting a quiet groan from Arcee. He looked the motorcycle attentively and he was impressed. Though his knowledge of vehicles was small compared to Kevin, he knew that this motorcycle was made to go fast.

Despite the touch of pink to the paintjob, Ben was falling in love with the bike with each passing second. However, the brunette actually kind of liked the pink. It complimented this bike's blue and white color scheme very well. Of course, he would be sure to never tell anyone that. Kevin would never let it go.

"It may take a couple years of saving my allowance, but I am going to own a bike like this one day." Ben proclaimed as he looked at the dashboard with wonderment.

"Are you talking to your motorcycle?"

Ben's head bolted up in surprise. Standing to his side were two teenage girls that looked to be his age. The one who had asked the question had long red hair tied in a ponytail, green eyes, and a skinny figure. She wore a purple skirt, pink vest, and a white undershirt. Her friend wore similar attire but had long blonde hair and blue eyes.

The two girls began laughing as Ben's face began to blush from embarrassment.

"M-My motorcycle? No, no, no of course I wasn't talking to my motorcycle. I mean, come on! That's just crazy. Who talks to their vehicles? Not me!" Ben grinned sheepishly as he rubbed the back of his neck.

The two girls laughed hysterically from Ben's awkwardness.

'_Way to go, smooth operator.' _Arcee thought satirically.

Ben merely sighed annoyingly as they continued to laugh on his behalf. It reminded of him when he was ten and when J.T. and Cash would bully him and the school would tease him later for it. That was one of the few things Ben didn't like about his early childhood.

"Listen girls, I'm sure you want my autograph or something but I'm really not in the mood for fans right now." Ben exasperated.

The red head and the blonde immediately ceased their laughing. They then looked at each other with perplexed expression before turning to face Ben. Even Arcee found herself confused by Ben's statement.

"Why would we want your autograph?" The blonde girl asked.

Ben blinked. He stared at them bemusedly. After a few seconds he spoke again. "Uh…because I'm Ben Tennyson,"

The red headed titled her head and crossed her arms over her chest. "Yeah, so?"

"Is that supposed to mean something?" The blonde added.

Ben blinked again as a befuddled demeanor remained on his face. _'These girls don't know who I am? Do they get out much?!' _Ben pondered. The teen hero then started to become more apprehensive as his situation sank in. _'Something's wrong. Something…is not right here.' _

"What do you mean 'is that supposed to mean something'? Of course it does! I'm Ben 10." Ben replied.

Suddenly, before any other remark could be made, the sounds of revving engines thrummed through the air. Ben turned his head around and identified the source as three purple and black sports cars that looked exactly like each other. The three vehicles revved their engines again before gunning straight towards Ben.

The two girls bolted away screaming. Ben was aiming to activate the Omnitrix, but was caught completely off guard when the motorcycle turned on and started moving all by itself. Unexpectedly, Ben yelped and grabbed the handlebars tightly as the bike did a wheelie and turned to face the charging vehicles. The blue motorcycle instantly charged towards the sports car trio.

Ben's only reaction was clinging on tight for dear life and yelling. Arcee lifted her front wheel up as she gunned it through the space in-between the two Vehicons on the right, and towards the street. As soon as her tires hit the road pavement she kicked up her speed. Arcee and Ben both zoomed down the street with the Vehicon trio now in hot pursuit.

"Do not let go." Arcee instructed.

Ben yelped as he stared at the dashboard with a shocked mien. He was taken by surprise from the feminine voice that came out of nowhere.

"Who said that?!" Ben cried out.

The blue femme did not answer. She instead accelerated her speed. Ben glanced back to see the three amethyst/onyx vehicles still gaining on them. After getting over some of his panic, he decided to take action.

"All right, enough of this." Ben stated.

He swiftly lifted up his jacket sleeve to reveal a white and green watch. Ben pressed the black faceplate, expecting for the holo-ring to pop up, but he was met with unexpected results. A couple bleeps emitted from the Omnitrix as the screen illuminated yellow.

"_Uncataloged DNA detected." _The Omnitrix proclaimed.

Unlike the previous pro-type Omnitrix and the Ultimatrix, the voice of the newer Omnitrix has less of a monotone and sounds very similar to Ben's own voice.

Ben stared at the watch blankly and tried tapping the faceplate again. Another bleep was emanated as it replied, _"Function not available. Please stand by." _

"Oh come on, not now." Ben muttered gallingly.

Ben reclaimed his hold on both handlebars as Arcee took a fast right turn at an intersection. As soon as the femme hit the straight, she accelerated even faster. The emerald eyed teen gritted his teeth hard as a mixture of shock and fear were plastered on his face.

After putting some distance between the three Vehicons, Arcee slowed down and pulled into an alleyway. When she came to a complete stop, Ben immediately dismounted her and backed away slowly, while still facing her.

"W-w-what…are you?" Ben stuttered.

Arcee glared at Ben with her headlights. "I don't exist. Tell anyone about me, and I will hunt you down." She threatened acidly.

Ben took a quick glance at the Omnitrix to see it was still glowing yellow. He returned his attention back to Arcee to see she was slowly inching closer to him, gesturing for him to leave. Seeing no other option, Ben did as she wanted and ran down a separate alleyway.

With the human gone, Arcee hit the throttle and raced down the pathway. Just in time too. She adjusted her mirrors and could see the Vehicon triplets turning in the ally, and driving straight for her. She wasn't worried though. Arcee planned to take them out of human sight and beat the scrap out of them. After all, she needed to let off some steam.

However, fate had other plans. She caught a glimpse of the last Vehicon turning down the alleyway where Ben had gone down.

"Scrap!" She exclaimed.

Arcee instantly u-turned and gunned her engines towards the two incoming black cars. The warrior femme timed it right as she jumped into the air. Her back tire made contact with the Vehicon's hood and allowed her to leap over the second one behind him. After clearing both of them, she changed course down the alleyway perpendicular to the one she was in.

As Ben was running he brought the Omnitrix and tried activating it again, with no such luck. It continued to glow yellow and say the same message. All of a sudden, Ben's ears picked up on the sound of a car's engine. Ben glanced back to see one of the scary, mauve colored cars with ebony highlights pursuing him.

'_Great! This day just keeps getting better and better. Bad enough Vilgax is back and seeking vengeance, now the Omnitrix is out of commission while I got some guys trying to kill me. Story of my life,' _Ben said inwardly.

Ben picked up the pace and sprinted faster. But it was obviously a futile endeavor. The car was easily catching up to him.

The brown haired teen glanced back to the mysterious vehicle. "I don't even know her!" He yelled.

Suddenly, the sounds of a familiar motorcycle engine got more audible. Arcee quickly slipped by the Vehicon through a gap between the drone and the wall. The blue Autobot drove up to Ben's left side and lessened her speed to his own.

"Hop on!" Arcee demanded.

"Sure, why not?!" Ben retorted with a bit of sarcasm.

After Ben mounted her seat again, she quickened her speed. The duo zoomed out of the alleyway and down the street once more. The trio of Vehicons was close behind. Ben looked back and to his shock, he saw some sort of weapon deploy out of the side of their hoods. Without warning, a barrage of red energy blasts was fired upon Arcee and Ben.

The femme took evasive maneuvers as she went side to side, avoiding the blasts. Ben was freaked out from this sudden turn of events. The fact that his Omnitrix wasn't working only made it worse.

Arcee took a turn that got them on the main freeway along with many other trucks, cars, and vans. She knew that it may not have been wise to get on the highway, but it was the quickest way to a place where there would be no prying human eyes.

Ben breathed heavily, bringing in much needed oxygen. He relished this short moment to calm his body and nerves. Once he caught his breath, he eyed the bike's dashboard.

"Why are those guys shooting at us?" He asked.

"There's no 'us' kid. And they're not guys." Arcee replied harshly.

Ben rolled his eyes. "Okay fine, but can you at least tell me what the hell is going on?!"

"Not now! Kind of busy trying to keep us alive," She replied bitterly.

"Oh goodie, I can't tell yah how secure I feel." He remarked.

Ben returned his attention to the Omnitrix. The screen was still glowing yellow. He pressed the faceplate once more but was met with the bleeping and the same _'Function not available. Please stand by'_ message.

Arcee didn't notice Ben's tinkering with the Omnitrix until now. It was mainly because she was focused on escaping the Vehicons while trying to get rid of Ben. The femme was confused by what the adolescent human was trying to do.

"What are you trying to accomplish with that watch?" Arcee asked as she swerved past a couple civilian vehicles.

"Wouldn't you like to know?!" Ben snapped, without looking away from the white and green watch.

Ben really didn't mean to snap back, but after everything he's been through and his current situation, he just couldn't control his attitude.

He turned around to see the three purple cars still chasing after them. All of a sudden, out of the corner of his eye, Ben spotted a yellow and black muscle car zooming down the freeway. It came up to the side of the car in front and slammed into it.

The force sent the car uncontrollably to the side of the road. It made contact with the wall of the freeway, causing sparks to fly everywhere and causing serious damage to the vehicle's paintjob. This gave Bumblebee more than enough time to accelerate forward and provide a barrier between the other Vehicons and Arcee.

"Friend of yours?"

"Family," Arcee's simple replied.

They continued driving down the highway, looking for an exit. Ben glanced back momentarily to see one of the ebony and violent cars drive up and slam into Bumblebee's side. The young scout lost control and was forced off the road, and skip across the highway railing. The Vehicon trio picked up their speed and started regaining ground on the blue Autobot and Omnitrix bearer.

Suddenly, Arcee's optics spotted orange cones laid out across the exit to an empty, unfinished highway ramp that was still under construction. She scanned closer to see that there were no workers present around the sight. It was the perfect place to come out of hiding and throw down with her chasers. The exit appeared to over a thousand feet ahead of them.

When she came across an empty stretch of freeway, Arcee gunned her accelerator towards the exit. They slipped by in-between some orange cones and up the bridge. Ben's eyes widened once he saw the incomplete bridge up ahead, and that the motorcycle didn't appear to be slowing down.

"Hey! What are you doing?!" Ben asked loudly in a panicked fashion.

At the last minute, Arcee changed course towards the side of the bridge. She lifted up her front wheel whilst Ben hung on for his life, and jumped over the railing. Ben couldn't hold back a fearful yell as they speedily rolled down the outward slope of the ramp. As soon as they approached a drop off, Arcee and Ben went flying into the air.

The motorcycle landed on its tires with a hard thud and skidded to a stop. Ben finally let out a deep breath as he dropped his shoulders. It was then he realized that he was still clutching the handlebars very tightly. He let go and for the second time, dismounted the blue and pink motorcycle. The brown haired teen instinctively backed away slowly.

Ben's attention was then drawn to the sounds of revving engines. He looked to the side to see the three black cars parked thirty yards in front of him and Arcee. But it was the next thing that really took his breath away.

Strange gear shifting sounds were made as parts of each car broke into pieces. In less than a second, the cars had shifted into bipedal robots. They had the same color scheme as their vehicle forms: purple with a touch of black. They stood at least twenty-five feet tall and their faces were only a red, horizontal visor.

At that moment, Ben's breath was caught in his throat as his mouth gapped a bit. Despite that he had seen some many strange things in the past few years, Ben couldn't believe at what he just witnessed. He has seen giant killer robots of course, but none that were able to transform into vehicles.

'_Now I understand what…she…meant when she said they weren't guys.' _Ben thought. Then, a sudden though entered Ben's mind. _'Hmm…I wonder,'_

Ben was brought out of his thoughts when the same transforming sounds emanated from behind him. He swiftly turned his head to see the blue motorcycle break up into pieces and shifting. It was a process similar to the way the three purple and black cars used to change into their bipedal modes.

All of a sudden, standing before Ben was now a twenty foot tall robot. He took a minute to take in its appearance. It miraculously had a lean, curvy shape to it like a feminine body would and had blue armor with pink and white highlights. One that struck out to Ben was that this robot actually had a face, a female face at that.

Ben's jaw dropped while his eyes shot open in total amazement and shock. He started backing away from the blue femme and towards the unfinished bridge forty yards to his right. The teen had quickly noticed the rage in the female bots electric blue eyes, directed at the three purple robots. He knew that look from experience with Gwen and wisely got out of the way.

"This ends here, 'Cons." Arcee declared as she charged straight for them.

The Vehicons shifted their right lower arms to blasters and began letting loose a barrage of red energy blasts at Arcee. The fast warrior dodged the fusillade of Energon blasts with ease and experience.

Ben ran to the side until he approached a drainage pipe sticking out of the side of the bridge slope. With the Omnitrix not working he planned on escaping while he still could. However, the brunette grew fascinated by what was transpiring before him. He stayed put by the pipe and watched Arcee fight the Vehicon trio.

From Ben's point of view, she did seem to be causing some damage to them, just not enough. After punching one in the face repeatedly, she back away when she saw that it wasn't doing much good. The Vehicon triplets took aim and fired countless rounds of Energon blasts.

Arcee started performing backward somersaults to avoid the discharges. After four backwards flips, a stray blast hit Arcee in her left shoulder area. She cried out as she rolled backwards from her momentum.

Ben gasped when seeing her get hurt. He returned his attention to the Omnitrix to see it was still yellow and wouldn't respond. The teen hero relentlessly began tapping the faceplate, only to receive bleeps and 'function not available' messages.

"Come on, come on, come on please work!" Ben exclaimed.

Suddenly, Ben heard the sounds of a powerful engine drawing nearer. He looked up and right on cue, the same yellow and black muscle car from before drove off the side of the incomplete bridge. Just like the others, parts of the car broke apart and shifted into a yellow, bipedal robot with black highlights.

Bumblebee fell right on top of a Vehicon and delivered a wicked haymaker into the one that was standing by it. Ben watched with awe as the yellow male looking bot fought the three, featureless purple drones. Arcee was holding her aching helm, still recovering from the stray shot she took.

He was still having a hard time believing what he was seeing. There were giant robots that could transform into…vehicles….and they were fighting each other. Ben knew that he shouldn't be too surprised. He has seen stranger, but this sight…is just…wow!

The three Vehicons surrounded Bumblebee on three sides and were preparing to engage him. Unexpectedly, Ben's attention was drawn away from the robot fight when the Omnitrix stared bleeping louder. Without warning, the square faceplate slid back, allowing the core to pop out as a beam of yellow scanned Bumblebee from head to toe.

The attention of both Autobots and Decepticons was drawn to Ben as the Omnitrix scanned the yellow scout. A couple of seconds later, the beam disappeared as the faceplate slid back into position.

"_Scan complete. Unknown DNA sample acquired. Initiating genetic randomization sequence," _The Omnitrix proclaimed.

Since Bumblebee's optics were still honed on Ben, he didn't see the metal fist of a Vehicon strike him across the face. The yellow bot let out a few whirs and bleeps as he fell to the ground. The three Vehicons surrounded Bumblebee and aimed their blasters at him.

Clearly seeing that the yellow robot was in trouble, Ben knew that now was the right time to jump in.

"Hey! Leave him alone!" Ben yelled.

The Vehicons stopped what they were doing to face Ben with their blood red visors. The one closest to Ben stepped away from Bumblebee and proceeded towards him instead, with its blaster arm raised and priming.

However, Ben was not the least bit intimidated, now that the Omnitrix was finally working again.

"If it's a fight you want…then it's a fight you'll get." Ben grinned.

The brunette teen tapped the faceplate and started quickly scrolling through the playlist. He looked up to see the drone was now twenty yards from his position. After quickly finding the alien he wanted, Ben pressed the head icon, allowing the faceplate to slid back and the core to pop out.

"It's hero time!"

Arcee steadily rose to her feet and brought up her helm. The first thing her optics saw was a Vehicon heading towards the human she saved. She was fixing to engage the Decepticon until the human boy slapped down something down on his watch.

Instantaneously, Ben's body was engulfed with bright green light, causing 'Cons and 'Bots to shield their optics.

"**Heatblast," **Ben shouted as the light died away.

The Vehicon immediately stopped dead in its tracks. If it had an actual face, shock would be all over it. Arcee, on the other hand, stared in awe and absolute shock. Standing in the human's place was a seven foot tall being whose skin was completely made up of reddish-brown rocks with magma shown through the cracks. Its hands and forearms were large whilst its head was covered in flame. A circular disk with a green hourglass symbol was on its chest.

Her electric blue optics had widened significantly as he mouth had dropped open. She couldn't believe it. That human adolescent had transformed into some sort of fire humanoid. How was this possible?

"Get ready to feel the burn, scrapheaps!" Heatblast declared as he held out his palms.

Suddenly, a tornado of fire shot out from the Pyronite's hands and made direct contact with the Vehicon. The Decepticon drone was blasted backwards into one of the other Vehicons. They both fell on their backs. The one Ben had hit was on fire and its metal exterior was melting away, causing it to instantly off-line.

The two remaining Vehicons both got back to their feet and stared down at the fire creature. They then looked at their fallen comrade to see the intense heat had already melted its body into a molten puddle.

Ben noticed this and spoke out, "If you tin-heads don't wanna be a molten puddle of scrap, I suggest you leave now."

They didn't have to be told twice. In swift motion, they transformed into their purple/black car vehicle modes and accelerated in the other direction. Heatblast couldn't suppress the cocky grin that took shape of his flaming face.

The sounds of large, metal footsteps captured Ben's attention. He turned around to see the yellow and black, male-bot and the blue femme-bot steadily approaching him. The Pyronite could see the shock and disbelief written on the femme's face. Though the yellow one didn't really have a mouth, Ben could still see the shock in his optics.

"**Did that human just change…into that?!" **Bumblebee asked in a language of bleeps and whirs Ben couldn't understand.

"Y-y-yeah…he did," Arcee stuttered.

All three aliens stared at each other, with expressions filled with incredulity.

Arcee honed her optics on the magma base humanoid. "W-w-what…are you?" She asked.

"You first," Ben replied.

"BEN!" A voice cried out.

Heatblast looked towards the bridge to see Gwen and Kevin running down the slope on her mana panels. Arcee and Bumblebee were taken by surprise to see them running down pink steps that manifested from nowhere. The duo rushed towards Heatblast.

"Gwen? Kevin? How'd you guys find me?" Ben asked.

"We saw you on a motorcycle getting chased by some purple cars." Gwen replied. "I picked up on your mana signature and followed it here."

Suddenly, Gwen and Kevin froze as they caught sight of the two Autobots. They stared at them with awe and intrigue.

"Ben…who are they?" Kevin asked tensely, ready to absorb something and engage if he needed to.

Ben couldn't help but smirk at seeing his friends' stunned expressions.

"They're… talking cars that transform into robots. Or it could be the other way around." Heatblast answered in an unsure matter.

Arcee sighed before she spoke. "We're Autobots." She corrected.

"Autobots?" Heatblast asked with a raised magma brow. "Who were those jokers that were trying to kill us?"

"**Those were Decepticons, our enemies in this war." **Bumblebee replied, only to realize afterward that they wouldn't understand him.

The auburn haired girl took one step closer to Bumblebee before looking back to Heatblast and Kevin. "He says they're called Decepticons, and that they're their enemy in some sort of war."

Heatblast and Kevin looked at Gwen blankly while Bumblebee and Arcee stared at her with shock.

"**Wait! You understood me?!" **Bumblebee asked in bleeps.

"Of course I understood you. Why wouldn't I be able to?" Gwen replied.

"Gwen, that bot in speaking in beeps and whirs. How do you understand that?" Kevin inquired.

"It's…complicated."

Gwen didn't want to go into detail of how she understood Bumblebee's language, not that Ben and Kevin could understand. She sensed a pattern in the way the scout spoke. Maybe it was because of her powers or her math skill or both that she was able to communicate with Bumblebee.

The yellow scout looked at Arcee and said, **"You realize that now that they've seen us, we have to take them back to base. Optimus will want to speak with them. Especially since at least one of them has inhuman powers."**

The blue femme closed her optics and vented a sigh. "I know." Arcee looked straight at the trio. "Listen, now that you three have seen us, we'll have to take you back to our base. Our leader, Optimus Prime, will want to speak with all of you."

Heatblast, Gwen, and Kevin looked at each other with unsure miens. The trio huddled together to discuss the matter, ignoring the heat radiating off of Ben's body.

"Why should we go with them? We don't even know them." Kevin said.

"I'm with Kevin on this one. I almost became road-kill because of that female, motorcycle bot. Besides, we don't have time to meet their leader. We need to head back to Plumber HQ and debrief Grandpa Max on everything that's happened." Heatblast added.

"No can do." Gwen replied.

"What? Why not?" Ben asked annoyingly.

"We found a working phone and we tried calling Max, Gwen's folks, your folks, and my mom. Their numbers either didn't exist or they were someone else." Kevin answered for her.

The Pyronite looked at his black haired friend confusingly. What did he mean that their numbers didn't exist or owned by someone else? Why doesn't anyone in town know who I am? Who are these…Autobots and Decepticons? Why did the Omnitrix scan Bumblebee? These questions and countless more started piling up in Ben's brain, he wanted answers and he was determined to get them.

However, Ben was still a bit skeptical in going with these two machines. Could they really be trusted?

Heatblast took a quick glance at Bumblebee and Arcee before returning his attention to his team. "Funny, nobody in town seemed to know who I was. Guys, you don't think that maybe…"

"We're in an alternate dimension." Gwen finished. "I started thinking that too. And I think we are. I can't sense our families' mana signatures anywhere across the globe. They don't exist here."

"It would also explain why our badges and phones aren't working either." Kevin implied.

Heatblast face-palmed. "Great. Just great," Ben complained. "Not only are we in an alternate dimension but we have Vilgax here with us and these…transforming robots too."

They were quiet for a short moment, left to ponder to their thoughts before Gwen spoke up.

"We should go with them." Gwen advised.

"What?" Heatblast and Kevin said in unison.

"We don't have much a choice. Our hometown and our families' don't exist here. We have nowhere to go. Besides, aren't you just a bit curious to know more about them?" The Anodite teen said.

Heatblast and Kevin looked at each other for a second and simultaneously let out a sigh. They knew that she was right.

"Fine," Kevin replied.

The super-powered trio turned back to Arcee and Bumblebee and approached them.

"We'll be happy to go with you." Gwen smiled.

"Speak for yourself," Ben mumbled.

"**Cool! I'm Bumblebee by the way and that's Arcee over there." **Bumblebee bleeped.

"Hi Bumblebee…and Arcee…I'm Gwen. Gwen Tennyson. This is Kevin Levin. And…I'm sure you're already acquainted with my cousin Ben over here." Gwen gestured to Heatblast.

"**By 'acquainted' you mean watching him transform into some fire being and turn a Vehicon into a molten scrap puddle…then yeah. We're good." **Bumblebee replied with a bit of humor, causing Gwen to smile while Ben and Kevin looked on in confusion.

Focusing on his secondary mode, Bumblebee's body shifted until it shrunk down into his yellow and black muscle car form. Gwen and Kevin looked on in awe at the transformation. Suddenly, a smile took shape on Kevin's lips as his eyes shined with excitement.

"Oh I like that." Kevin complimented.

"**You hadn't seen nothing yet. Gwen you and Kevin can ride with me. Uh…Ben there will ride with Arcee." **Bumblebee said as he opened his driver and passenger doors.

Gwen looked back to Heatblast and Kevin to translate what Bumblebee had said. "Kevin, you and me are going for a ride in Bumblebee." She then turned to face her cousin. "Ben, you're with Arcee."

Gwen stepped to the passenger side whilst Kevin slid across the hood to the driver side.

"Guys are you sure about…" Ben was unable to finish his sentence.

As soon as they were in, Bumblebee closed his doors and gunned his engines, heading back in the general direction of the highway, leaving the twenty foot tall Amazon warrior alone with the teenage human with superpowers.

Arcee sighed as she pinched the area between her optics. She looked back at Heatblast with a less than enthralled expression. "Guess you're with me."

"Guess so," Ben replied in less than thrilled voice.

Arcee stepped forward before she transformed back into her motorcycle alt mode. She turned on her engines and strolled over to the Pyronite. Heatblast slapped the Omnitrix dial on his chest. Another blinding emerald light flashed through the area as Ben transformed back to normal.

If Arcee were in her robot mode, an awed expression would be plastered on her facial plate. She was still finding a hard time believing this. This human teen could actually transform? Arcee and the other Autobot had never before seen anything like what Ben had changed into. It left her to wonder…what else he could turn into. And does it have anything to do with that watch on his left wrist.

When Ben mounted Arcee again, she felt the same soothing feeling she did before. She was confused. Why did she feel like this when he touches her? She shook it off and focused back to reality.

"H-how did you do that?" Arcee asked.

"With this," Ben gestured to the Omnitrix garnishing his wrist. Arcee mentally patted herself on the back for the good guess. "It's called the Omnitrix, and it allows me to transform into different aliens with different powers."

The blue warrior was very shocked to hear this. Even some of the great scientific achievements on Cybertron never came close to something like this…Omnitrix.

"And you got this device, where?" Arcee probed.

"Listen, I'll explain my history to you later, but you need to tell me who you guys are and what you're doing." Ben replied.

"I'll let Optimus handle that."

"Fair enough," He muttered.

With that settled, Arcee hit full throttle as she stormed off, wanting to make some ground and catch up on Bumblebee. The two beings got back on a stretch of road that led out of Jasper. They drove in silence, both not very excited right now.

However, they may not realize it yet, but both Ben and Arcee felt some sort of connection as the drive continued. Ben didn't know why, but he felt relaxed as he rode through the desert landscape riding Arcee.

And though Arcee was still grieving over the loss of Cliffjumper and annoyed that they now humans involved in their conflict, she did feel slightly at peace in Ben's presence as the drive continued. She didn't know why, but she just did. It enraged her to not to know.

Five minutes later, Arcee quickly caught up to the yellow Camaro that was Bumblebee. Ben examined his surroundings to see they were in the middle of nowhere; nothing but plateaus, mesas, and other rock formations.

But there was one landscape feature that captured Ben's attention. It was a massive mesa straight ahead. It was at the end of a 'T' intersection just half a mile away. Ben couldn't help but marvel at the giant rocky plateau.

Needless to say, Ben and the others would soon discover that this mesa was no ordinary mesa.

...

**A/N: Sorry for the wait everybody. Now, I assuredly hope that this chapter didn't seemed rushed like the first one as you claimed. Anyone who thinks this chapter was rushed well too bad, it don't get any slower than this! **

**Now I'm sure some of you have questions. Like why didn't Ben, Gwen, or Kevin's badges and cellphones worked? What was it that Ratchet and Optimus discovered in the Rustbucket 3 crash site? Why did it take so long for the Omnitrix to finally scan a Cybertronian? Why were there three Vehicons instead of two? Where are Jack, Miko, and Rafael in all this?**

**Okay, for the first one, their communication devices don't work because they are in an alternate universe. The Plumbers don't exist in this universe so it understandable they can't contact anyone via Plumber badges. And their cellphones are out of sync with the towers considering they are also from another universe, so they won't work either. **

**As for what Ratchet and Optimus found, I'm sure some of you can guess what it is. If you can't well, I'm not going to spoil it. **

**For the third question, why did it take so long for the Omnitrix to scan a Cybertronian? Well, remember when the Ultimatrix first scanned Bivalvin in the first UA episode? Remember that it took a while before the watch finally scanned him? Well, since this is the first time the new Omnitrix has ever scanned something, I figured it would have to prime its scanners before it could analyze any unknown DNA. Plus, I wanted to add some suspension by putting Ben's powers out of commission temporarily as he was getting chased by 'Cons. **

**There are three Vehicons pursuing them because I just wanted to add a third one. Simple as that. **

**Now, the last and probably most important question is, where do Jack, Miko and Raff fit in to all of this. For the moment, they will remain as cameos and will make an appearance in later chapters. I may come up with a way to bring them in, but I don't want to complicate things. **

**Thank you for reading. Reviews are gladly appreciated. Any spelling or grammar mistakes you see please tell me and I'll go back and fix them. **

**Just remember flames will be doused. **

**Till next time…**


	3. Aliens meet Aliens

**Ben 10: Prime Force**

**Chapter 3: Aliens meet Aliens**

* * *

It is afternoon in the Nevada desert. The sun shines bright while puffy white clouds float freely across the sky. In this land of rock, sand and plateaus, a blue motorcycle and a yellow/black muscle car drive down a lone stretch of road. The motorcycle known as Arcee is up front with Bumblebee tailing close behind her.

Riding Arcee is a brunette haired teen sporting sneakers, blue jeans, a black shirt and green jacket. He is none other than Ben Tennyson, bearer of the Omnitrix. The Cybertronian femme and the transforming human ride in silence; both not really excited to be in each other's presence. But just like his friends Gwen and Kevin, Ben is anxious to know who and what these strange, transforming robots are and what their origins are.

They had been riding for over thirty minutes, and Ben was beginning to wonder if they made the right decision to go with these Autobots. Suddenly, something up ahead, at the end of a 'T' intersection, stood a massive rocky mesa. The teen couldn't help but stare at the large mountainous structure for a short moment.

Ben presumed Arcee would begin slowing down and turn either left or right at the end of the road. However, the teen hero was caught off guard when Arcee didn't slow down, and instead ran off the road, towards the mesa wall!

"Hey…whoa!" Ben yelled as they continued speeding towards the rock wall.

Instead of slamming into the plateau, a giant blast door quickly opened and closed behind them. Ben's eyes widened as they rode into a large tunnel. A few seconds later, they drove into a large command center with ceilings over a hundred feet high.

Ben gasped from the awe-inspiring sight of large computer terminals, an orange and white robot, and a green bulky robot. As soon as Arcee came to a smooth stop, Ben dismounted her, thus allowing her to transform to her full, twenty foot height. At the same time, Kevin and Gwen exited out of Bumblebee which allowed him to transform to his thirty foot height.

While the super-powered trio marveled at the Autobot command center, Ratchet and Bulkhead looked between the humans and Arcee and Bumblebee with confused and shocked expressions, the latter feeling more from Ratchet.

"Humans?!" Ratchet exclaimed shockingly. "What are they doing here?"

"Cool your engines Ratch, I'm not exactly thrilled about this either. But I am following protocol." Arcee replied in an annoyed tone. "I was ambushed in town by three Vehicons and the kid in the green jacket had to hop on me at the wrong time. The other two caught us in action."

Arcee stepped away from the super-powered teens while they continued to examine their surroundings.

Suddenly, Kevin's eyes immediately locked onto the green hulky form of Bulkhead. He took a few steps closer to him. He was indeed intrigued with these talking robots that transform into vehicles. After all, alien tech was one of the things he loves most besides money, breaking things, and Gwen of course.

"I'm Kevin. Kevin Levin. Who are you?"

Bulkhead fixed his optics on the messy haired teen and replied, "Bulkhead,"

"Hmm…I'm guessing you're the heavy hitter around here. The guy who likes the smash things,"

"I'm a Wrecker. Smashing things is my specialty." Bulkhead punched his fists together for emphasis.

Kevin simply smiled. "You and I are going to get along just fine."

"**And there's one other important thing you need to need to know. The one in the green jacket is not an ordinary human." **Bumblebee stated.

The medic raised an optic brow in skepticism. "What do you mean he's not an ordinary human?"

Ben sighed deeply after snapping out of his sight seeing. He knew that they were referring to him. I mean, it is pretty obvious. Ben would be willingly to tell his part, but he wanted explanations from these…transforming machines first.

"Okay, time out! We'll explain who we are, and everything else about us later. But first, I want some answers out of you guys and gal first." Ben spoke out.

"Fair enough," A deep, baritone voice said.

Ben, Gwen, and Kevin felt the concrete floor shake. They turned around to see a towering forty foot tall robot with broad shoulders, lean waist, and a red and blue paintjob. The trio looked on in awe at the sight of the massive automaton.

"We are autonomous robotic organisms, from the Planet Cybertron. Otherwise known as Autobots," Optimus introduced.

He didn't need to ask why the humans were in the base, considering he had already overheard Arcee explanation on his way to the main ops. The wise leader completely agreed with the blue femme's decision in bringing them.

Ben took a step closer towards Optimus. "Who are you? And…more importantly, why are you here?"

"I am Optimus Prime, leader of the Autobots. And we are here to protect your world, from the Decepticons." Optimus said the latter part grimly.

"Right, the tin cans who tried to run me and Arcee off the freeway," Ben muttered.

"Why are they here?" Gwen ventured with intrigue.

Optimus kneeled down to his right knee to bring his helm closer to them. "A fair question, they are here because our world is uninhabitable, ravaged by centuries of civil war."

"Why were you guys fighting a war?" Kevin asked with a raised brow.

"Foremost, for control over our planet's Energon supply, the life blood of all Autobots and Decepticons alike." Optimus answered. The red and blue titan paused for a moment, reflecting on old painful memories before he continued. "In the beginning, I fought alongside one whom I considered a brother, but in war, ideals can become corrupted. And it was then that Megatron lost his way."

Kevin exhaled a yawn. "Is there going to be a quiz?" He quipped.

The broad shouldered teen earned a forceful elbow to the rib from Gwen, prompting him to shut up.

Ben ignored them and looked towards Optimus. "So what does Megatron have to do with any of us?"

"If Megatron's return is imminent, as I fear, it could be catastrophic." Optimus replied gravely.

A small moment passed by as the trio absorbed this new information. It was difficult to believe but the trio has seen their fair share of strange things in their years. So the idea of 'transforming robots with human like qualities' wasn't completely implausible.

"Okay, we told you our side of the story, now it's your turn." Arcee said as she folded her arms over her chest. "You need to tell the others how you turned into the fire creature."

Suddenly, confused miens grew on Optimus, Bulkhead, and Ratchet's facial plates. They certainly weren't expecting that.

"Fire creature?" Bulkhead asked dumbfounded.

"You mean 'Heatblast' Arcee," Ben clarified.

The femme waved it off in careless matter. "Whatever," She muttered.

Optimus looked back at the teen trio. "Can you explain?"

"Right," Ben paused for a moment to gather his thoughts. "Well…you see…me, Gwen, and Kevin are not normal humans. We have super powers."

At that moment, the optics of every Autobot, excluding Arcee and Bumblebee's, shot wide open from this unprecedented information. Though their knowledge of Earth culture was sketchy, they did understand the term 'superpowers' used in comics, movies, and other fiction literature they studied a bit on when arriving to Earth.

"**Yeah you should've seen Ben out there. He turned into that…uh…Heatblast guy…and he turned one of the 'Cons that was chasing us into a molten puddle." **Bumblebee beeped excitedly.

"Impossible!" Ratchet blurted out. "The idea itself of humans having superpowers is absurd! From what I know humans are unable to become more than just primitive creatures."

Ratchet's biased remarked elicited glares from Ben, Gwen, and Kevin directly at the gruff Autobot.

"Primitive, huh?" Kevin stepped forward and touched the floor with his right hand. Unexpectedly, his entire body was instantaneously covered in concrete armor. Ratchet's gasped while the other Autobots gazed in awe. "Want to say that again to my face, doc?" He threatened.

Ben placed a hand on his best friend's rocky shoulder. "Easy there, Kev. We don't want to start anything."

Kevin gave Ratchet another glare before he allowed his grey, rocky armor to disappear. The Autobots continued to stare at them with expressions filled with shock and astonishment.

"H-h-how did you…do that?" Bulkhead stuttered. "I-I-I've never seen any human do that before."

"Well big guy that's because I'm not human…well…let me rephrase that…at least…fully human." Kevin stopped for a second to gather his words. "You see my dad was an alien."

The optics of every Autobot widened as obvious shock became evident on their faces. Some of them, especially Ratchet, had their jaws hanging down from hearing this surprising information.

"You see, I'm half Osmosian, they're a species that can absorb matter and energy." The dark haired teen informed.

Ratchet placed a few finger digits to his chin in thought, letting this startling development sink in. He hummed slightly as he mulled over Kevin's short description of his alien side.

"I see, so that would explain how you absorbed the concrete over your entire body? Interesting," Ratchet commented.

Bumblebee turned his attention to Gwen and asked, **"So what kind of powers do you have, Gwen?"**

Gwen turned to the yellow scout with a smile. "Well, like Kevin, Ben and I both have an alien bloodline. We both are one-quarter Anodite. They're a race that is comprised of, and can control life energy called mana."

"Wait! You can understand, Bumblebee?!" Ratchet shouted with a flabbergasted look.

She turned to the grumpy medic-bot and replied, "Yes. I can understand Bumblebee as clearly as I can understand anyone else speaking English. And before you ask, I'm not really sure how but I just can."

In reality, Gwen did have a possible explanation to her being able to communicate with Bumblebee when no other human could. She figured it might have something to do with her control of mana, but the auburn haired teen still wasn't a hundred percent sure. It was something she would like to look into later on.

Arcee and Bulkhead just looked at each other and shrugged. Who would've guessed that there would actually be a human smart enough to understand Cybertronian language?

"Life energy?" Bulkhead asked.

The black-belt held out her right hand. Suddenly, an orb of bright, pink energy formed, levitating off of her palm. Ratchet and the others gawked, except for Optimus of course. But nonetheless, he was still shocked and fascinated as well.

"Yeah, it's basically the living energy inside all organic life-forms." Gwen stopped for a moment, while letting the orb disappear as she studied the Autobots more cryptically. "However, I'm sensing some form of life energy inside all of you too. I mean, it's not mana…but still…"

"You must be referring to our sparks." Optimus implied.

The trio both tilted their heads confusingly. What was a spark?

"Sparks?" Ben inquired.

"Sparks are the energy inside our chests. They are what give all Cybertronians life, and without them we would cease to be." Ratchet explained.

They nodded their heads in understanding. To Ben it seemed that Cybertronian sparks were similar to human hearts. But the brunette would need to know a little more about their physiology in time before he made any real comparisons.

Team Prime then focused their attention on Ben.

"So if you're part… Anodite too… does that mean you have abilities like her?" Ratchet asked.

Ben shook his head. "No. Even though I am part Anodite, I don't get my powers from my bloodline like Gwen and Kevin do." Ben stopped as he pulled up his left sleeve and held up his arm. "I get my powers from this." Ben said as he pointed to the Omnitrix garnishing his wrist.

The Autobots (except Arcee) used their optics to zoom in on Ben's wrist. They saw a white and green watch with a black faceplate and two green stripes forming the outline of an hourglass over the faceplate. They looked in on with clueless expressions.

"A wristwatch?" Bulkhead raised an optic brow.

"Not exactly," Ben grinned. "It's called the Omnitrix. It stores the DNA of over a million aliens in it, and it can allow me to transform into anyone of those aliens in just a second."

Suddenly, the faces of every Autobot, besides Arcee, showed absolute shock and amazement. Ratchet took a step forward to Ben to get a better look at the Omnitrix. Ben and the others were trying their best not to laugh at their dumbfounded expressions.

"H-h-how? I-I-It's not…possible," Ratchet stuttered comically.

"Coming from the guy who is a robot from another planet," Ben retorted.

"Hmm…he's got a point there." The green Wrecker noted.

"If you mind me asking, where did you get this Omnitrix?" Optimus queried.

Half an hour later, Ben had told his story about when he first found the Omnitrix when he was ten and used it to be hero for his summer road-trip. He then told them of their victories he had as a kid and then against the Highbreed, Vilgax, Aggregor, and recently the Diagon. Every so often Gwen or Kevin would add in certain parts that Ben forgot to mention.

Every Autobot, including Arcee, was amazed to hear this. The fact that these humans were so young, yet had faced many dangers and had accomplished so much was truly shocking to them. At first, some of the Autobots, including Ratchet, thought of humans as nothing more than weaklings.

However, these humans were far from weaklings. They held extraordinary power that no other being on this planet, or possibly any other world possessed. And yet, they use their abilities for selfless reasons and doing the right thing when they could've easily us them to get what they wanted. Optimus couldn't but feel proud of these adolescent teens, even though this was their first meeting.

It took a while for the 'Bots to soak in this new, startling revelation. After it did, more questions entered the processors of a few Autobots, mainly Arcee and Ratchet.

As soon as Ben finished telling the basics of the history of their superhero carrier, Arcee decided to ask a question that had been bugging her.

"Wait! If you've been doing this since you were ten, and if the worldwide public knows who you are, then why haven't we ever heard of you?" Arcee asked.

It was indeed a good question. Team Prime turned their attention on the trio (mainly Ben) for some type of logical answer.

Ben hesitated for a second before he spoke. "Well…you see…that's because we're from another universe."

At that moment, the base became eerie quiet. So quiet that if a pen were dropped, it could be heard even in the massive room. The optics of every Autobot was wide as they're mouths hung down a bit. However, even though Optimus kept his stoic demeanor, he was also taken by surprise as well.

"That would explain things. If there was such a device as your Omnitrix or meta-humans in this reality, we or even the Decepticons would've definitely learned of it." Ratchet stated.

True, the fact of humans having super-powers had been shocking to them to say the least, but should they really be shocked to hear of this. After all, before the war broke out, Cybertron was a highly advanced world, over millions of year beyond Earth. They had made spacebridges and some brilliant minds had even developed ways to travel to parallel or even alternate universes.

Unfortunately, when the war broke out, most of the knowledge of cross dimensional travel had been long lost. But the question did stand, how was it that these kids got here in the first place?

"However, the questions remains, how did they get here?" Ratchet inquired.

"We may have an explanation for that too." Gwen complied.

They recapped on what happened in the past three days; starting with evacuating an entire species from a doomed planet, the ambush by Vilgax, and the Quantum Drive overloading. Kevin theorized that when the Q.D. overloaded, it built up so much energy that, instead of moving space, it ripped the space-time barrier and hurled them into an alternate reality.

Ratchet, amazingly, seemed to agree with Kevin's theory. He was stunned to see that despite appearances, this human was smart; although, he couldn't compare to the red haired female. The fact alone that Gwen understands Bumblebee proves that she is a genius.

When they finally concluded recent events since arriving to this alternate world, there was one thing that caught Ratchet and Optimus's interest.

"Hold on! You say that your ship crash landed outside of Jasper?" Ratchet asked.

They nodded.

"Why you ask?" Ben said.

"This morning, our sensors picked up on an unknown energy fluctuation appearing briefly outside of Earth's orbit. Expelled from the phenomenon were two unknown objects. One had crashed landed thirty miles north of our base, while the other one disappeared." Optimus answered.

Ben's eyes narrowed. "That second one was no doubt Vilgax's ship. What happened to it is still a mystery. But last time we saw ole Vilgy he was burning up in a fireball over Utah."

"Shouldn't that have killed him?" Arcee implied skeptically.

"No. He's survived far worse, believe me." Ben replied seriously.

"Though this Vilgax is a threat, we are unaware of his fate or that of his ship. For now, our main priority is the Decepticons and to uncover whatever they are planning." Optimus said astutely.

The other 'Bots nodded their helms while Ben just shook his. They don't know Vilgax like he, Gwen, and Kevin do. Falling to the Earth at high speeds and covered in fire may hurt him, but kill him…never! Somewhere out there, Vilgax is still breathing and just waiting for another chance to strike. The fact that his ship vanished without a trace is proof at that.

"However, there is one other important detail I must bring Ben, Gwen, and Kevin up on." Optimus said, gaining their attention. "A few hours ago, Ratchet and I explored the crash site of your ship. We uncovered a few fragments of the hull and brought them back for testing, but there was something else we uncovered."

This caught their interest. What could they have found? Wasn't everything in the Rustbucket 3 pretty much destroyed?

"Really? Like what?" Kevin asked eager to know what they found.

Ratchet stepped out of command center and into his laboratory. A few seconds later, the white and orange mech came back out, holding a burnt cylinder with faint white light pouring from a port hole in the center.

Kevin felt his jaw dropped as his eyes widened in surprise, even more so than we he first saw the Autobots.

"No way! It's the Quantum Drive power core!" Kevin shouted as he ran towards Ratchet.

Ben and Gwen looked at each other with mildly shocked expressions.

"Wait, how could that thing have survived the impact?" Ben asked.

Ben's answer went ignored as Ratchet lowered the Q.D. core into Kevin's hands.

"Hmph…appears that my guess for it being either a power source or a hyper-space drive was correct." Ratchet said with a hint of pride in his voice.

As Kevin analyzed the Q.D. core, Ben gazed at the towering, bipedal machines. They truly were an impressive sight.

"So…we were brought here just in case the 'Cons would target us?" Ben implied.

Optimus simply nodded.

"But since you all three of you have super-powers, you're more than capable on your own." Ratchet was cut off by Optimus before the medic would ask them to leave.

"Enough Ratchet," He said firmly. "Even though they have inhuman abilities and are able to fight unlike any human, they could still become targets for the Decepticons, especially Ben."

Ben's emerald eyes slightly widened. "Huh? Why me?"

Gwen placed a hand on her hip as she gave her cousin an incredulous look. "Uh duh," Gwen pointed to the Omnitrix on his wrist.

"Precisely," Optimus continued. "If the Decepticons were to learn of the Omnitrix, I have every right to believe Megatron will target Ben."

Ben sighed. "So another baddie trying to steal the Omnitrix, huh? Great, what else is new?" He said sarcastically.

"**And haven't you been listening? They're in another universe! Their families, friends, and heck even their hometown doesn't exist here! That got nowhere to go. We can't just throw them out on the streets." **Bumblebee mentioned.

"Yeah, why not let them stay here until we can somehow find them a way home?" Bulkhead added.

Arcee, with her arms folded across her chassis just sighed. The blue femme wasn't too thrilled about where this was going. However, she had to admit Bumblebee did make several good points. Besides, their Autobots, they can't just send people away when they go nowhere else to go.

Arcee snuck a quick glance at the green jacket clad hero. She hated to admit it, but some part of her was intrigued with Ben. Maybe it was because of his powers? Whatever it was, she didn't know. It was too soon to tell.

"I have no quarrel with the suggestion. But the choice is up to them." Optimus replied as they looked down at the trio.

Ben, Gwen, and Kevin looked at each other and nodded. It was true they had nowhere to go since they were in another universe. Heck, as far as they knew, they don't exist in this world. And without a ship there's no telling how long they'll be stuck here.

"I'm staying." Kevin said. "Besides, I need to borrow some of Ratchet's tools and technology if I'm ever gonna get this thing working again."

"Ep, ep, ep! You will not be touching my tools! I have a few enough as it because of certain 'Bots smashing them." Ratchet glared at Bulkhead who put on a fake innocent face.

Ben, Gwen, and Bumblebee couldn't help but snicker at this scene. It was kind of funny. Though Ratchet didn't seem like the friendly type, Ben was pretty sure that after some time he would warm up to them.

"I'll stay," Gwen responded.

"So will I," Ben finished.

After an hour, Bulkhead and Arcee went out on patrol while Ratchet and Optimus was busy, leaving Bumblebee to give them a tour of the base. Of course, Gwen had to translate what Bumblebee would say. They each found empty human quarters where they could sleep. However, they would need clothes and other necessities.

It seemed like they would definitely need to get a job somewhere in Jasper.

After the tour, Ben, Gwen and Kevin went up to the platforms. It was decided that this would be the human area considering they wouldn't be in the Autobots way or underfoot. All it had was a dusty couch and TV set. It would definitely need some improvements.

Thankfully, that will be Kevin's department whenever he can get ahold of the proper stuff. But right now, Kevin was really engrossed in examining the banged up Q.D. Drive. He was seating on an empty crate near Ratchet's work place. The medic was manning the terminal, monitoring for any energy spikes worldwide.

As Ben and Gwen discussed some issues involving work and clothes, they noticed Kevin still scrutinizing over the power core. They both decided to ask how bad the damage was. But both Tennyson cousins had a good feeling at what it would not be good.

"So Kev, what's the diagnostic?" Ben asked.

He looked at them with a slight frown before he answered them.

"Well, good news is the energy core is still active which means it'll still work. Bad news, it's got some serious dents and burnt marks and circuitry damage. It's going to need a lot of repair work. And with Earth's technology, it'll probably take weeks, maybe even months to fix." Kevin explained.

Ben looked at the messy haired teen with bewilderment. "Why do we need to fix it? I mean, we don't have ship anymore so what's the point?"

"Because if we were to ever find Vilgax's ship, all we have to do is install this puppy and we can get back home…in theory of course." Kevin smiled sheepishly at the last part.

"We don't even know where Vilgax's ship is or if it's even operational, Kevin." Gwen pointed out.

"True," He paused momentarily. "But it might be our only shot at getting home."

Ben and Gwen both looked at each other nervously. If this failed, could they ever get home? Even if they were able to miraculously open a cross dimensional portal, was it a guarantee it would take them back to their universe?

The brunette teen sighed deeply. For now, they were stuck here, for who knows how long. But at least they weren't alone in this. The Autobots will be there for them, despite what a couple of them think of humanity. But the fact that they were willing to lay down their lives to protect the Earth convinced Ben that they were the good guys.

Ben's mind then went back to Arcee. She was a mystery, but they were all a mystery of course since they first met. But Ben could since a few emotions upon meeting her. One was annoyance, which was no doubt with him. Two was anger, considering she was ambushed by Vehicons. Lastly, he could feel subtle signs of suffering.

He would have to ask her later what was wrong. That is of course, if she could stay near him long enough. The motorcycle bot didn't hesitate to go out for patrol after explanations were in.

'Well, it looks like I'm going to have to earn her respect and trust.' Ben thought.

It shouldn't be too much of problem…but there was another trait he could feel from her, stubbornness. He had it too at times but hers was like…nothing he hadn't really had since he younger hero carrier.

'Oh boy this might be harder than I thought.'

…

The Decepticons warship, the _Nemesis_, flies high above the Earth. Inside the bridge, the room is dark and dimly lit by purple lights on the ceiling. Computer terminals are positioned to each side of the room with Vehicons manning them, keeping the ship's functions optimal and monitoring the planet.

Standing at the front of the bridge is slim, silver 'Con with red highlights. There was a certain air of smugness, superiority, and cunning with this figure. This metal being was none other than Starscream, the second-in-command of the Decepticon army.

The egotistical seeker stands with his hands behind his back as he gazes at the blue planet below. Starscream despised Earth. He hated the different environments, the plants, animals, and especially the humans. They were all inferior in his red eyes, and just like he viewed the Autobots, they needed to be destroyed.

Starscream was interrupted from his thoughts as a Vehicon trooper walked into the room and approached him. The drone stopped about twenty yards from him and bowed.

"_Commander Starscream,"_ It said in an emotionless, monotone voice.

"Yes, what is it?" The silver seeker asked, still observing the Earth out the window.

"_The ground unit you sent to terminate the Autobot Arcee and the human with her has returned." _The drone notified.

One of Starscream's optic brows rose in interest. He was eager to know if they had succeeded or failed. If they succeeded, it would be one less Autobot to worry about.

"And?" Starscream probed.

"_The mission was a failure. Only two of the three returned." _

"Ugh," The SIC sighed frustratingly. "Figures. But what's to expect from you incompetent drones."

"_But that's not all, Commander. The unit came back with a…unprecedented report."_

"Oh?" The silver seeker turned away to face the faceless Vehicon annoyingly. "And what would that be?"

"_The human that was with the Autobot…from their account…it transformed into some…fire creature." _

Starscream's cold, evil eyes widened from this unexpected news. Nevertheless, he didn't believe it. From what he knows of humans they are nothing more than weak, organic creatures and nothing more. He gave the drone an angry glare that spoke in volumes.

"Preposterous! Is this their idea of a joke?! Because it's not funny at all!" Starscream exclaimed.

"_They seemed to be serious, sir." _

The seeker exasperated angrily. "Clearly those imbeciles took a great beating from the Autobots to fabricate such a tale."

"_But…"_

"You are dismissed." Starscream hissed as he turned away from him.

The Vehicon didn't argue further. It turned away and proceeded out of the bridge to continue its normal duties.

Later on, another figure walked into the bridge. The mech was tall and slender. Its color was mainly black with purple highlights to contrast it. Unlike any other Cybertronian, this mech had a screen for a face. He was Soundwave, the Decepticon spymaster and deadly assassin when the duty called upon it.

The visor faced 'Con strolled down the pathway to his current commanding officer, who was still standing at the front of the bridge, looking at the Earth below.

"Soundwave," Starscream noted.

The silent Decepticon's visor suddenly depicted a horizontal zigzag line that was constantly moving whilst different series of sounds emitted from it. A twisted, evil grin formed on Starscream's mouth as he listened to the high frequency signal and the message embedded in it.

"That signal is emanating from deep space." He remarked as he turned to face Soundwave. "I would hate to waste the Energon…unless…you are for certain."

Soundwave simply nodded.

Starscream then focused his gaze towards the Vehicons at the monitors. "Then lock onto transmitted coordinates, and activate the spacebridge."

The drones did as they were told as they typed a series of commands into the computers.

…

Floating outside Earth's orbit was a giant ring like structure. Sharp metal/rocky spikes protruded from the outside of the circumference, while the insides of the ring were plated with smooth metal.

Without warning, the ring apparatus began to activate as turquoise lightning appeared inside the opening. Seconds later, a humongous, swirling greenish-blue portal opened up inside the spacebridge ring.

Not a moment later, a silver alien jet with purple highlights flew out from the spinning vortex. As soon as the craft had put enough distance from the spacebridge it amazingly broke apart and shifted into a bipedal robot.

The main color of the mech was silver with purple highlights. Its shoulders were broad and had three spikes sticking out from each one. A lethal looking fusion cannon was mounted on its right arm while its helm appeared like a helmet with two spikes sticking out from the sides of its face. The actual face of the robot was grey and scared and its two eyes were blood red. There was an air around this mech that spoke cruelty, pure evil, selfishness, and cunning.

And just the sight of him was bone chilling to say the least.

All in all, this mech was a warrior, and a deadly warrior at that. But not just any, he was Megatron, the supreme leader of the Decepticons, and the one responsible for the Great War of Cybertron that led to its destruction.

"Decepticons!" Megatron roared violently. "I have returned."

…

**A/N: Sorry about the wait everyone. I've just been busy lately and the next updates will probably come slower considering I have football practice and other matters to attend to. However, I will try to have at least one update every week or two. **

**One other note, sorry if it seemed a little rushed, but seriously would have waited longer for me to make it longwinded? I thought so. **

**Anyways, thanks for reading. Please leave comments, questions (only if you're a member of FanFiction), and critique in the review box. Until then…**


	4. Darkness Rising Pt 1

**Ben 10: Prime Force**

**Chapter 4: Darkness Rising Part I**

…

It was evening in the northern Canadian wilderness. The sun was beginning to set in the west with a band of beautiful, warm colors in its wake. The landscape is comprised of trees, hills, and mountains as far as the eye can see. Suddenly, a dark ominous shape appears out of the late evening sky. This ship was the Decepticon warship: the _Nemesis_. It comes to a stop, mid-air over a large, jagged mountain peak that is now an extinct volcano.

Without warning, a long, yellow tube expanded from the bottom of the _Nemesis _and descended into the jagged opening in the mountain top. Littered at the bottom of the mined cavern were huge blue crystals of Energon. Squadrons of Vehicons operated drills to dig further for more deposits while others collected the Energon unearthed and placed them in hovering storage bins.

Once the tube stopped, a pair of sliding doors opened to allow its two occupants to step out. The first out was slim silver seeker with red highlights called Starscream. Following behind the seeker, at a leisurely pace was a tall, broad silver mech, the leader of the Decepticons, Megatron.

Starscream proceeded down a metal walkway that overlooked the entire mining operation.

"Of the Energon deposits we have located while you were away, Lord Megatron…this one by far is the most significant." Starscream notified. "The drones have been mining without pause since your absence, and have amassed quite a stockpile." Starscream stopped before looking over the catwalk and pointed towards a random drone mining an Energon crystal. "You there, fetch me a sample."

"Starscream," A deep voice of authority called out, causing the arrogant mech to freeze up as fear grew on his face.

Megatron stepped out of the dim light, and gazed down towards his second-in-command with a look of authority and minor irritation.

"Now that I have returned, I will issue the commands." Megatron declared as he continued walking down the pathway.

"I…understand, Lord Megaton." Starscream replied in somewhat disappointed tone. "Then, as your humble servant, should I ready the spacebridge? To bring forth the Decepticon army you have surely gathered in your three years in space?"

"My army will come." Megatron then glanced back at Starscream with his blood red optics. "But my time away has yielded a more…intriguing means of materializing them."

"A solidified form of matter that the ancient texts referred to as…the blood of Unicron,"

The silver warlord then held up his right servo that grasped a purple glowing shard that had a violent haze billowing off of it. Starscream stared at the amethyst matter with wide optics and a slightly gapped mouth for a short second as he walked around his master to get a better look.

"Unicron the Destroyer," Starscream stated rather than asked. "But…it is said that his blood is the Anti-Spark."

"Plucked from cosmic shores…gaze upon Dark Energon." Megatron tightened his grip on the purple shard for emphasis.

"Legend tells that it holds the power to…revive the dead." Starscream stuttered at the latter part.

"We only require cadaver to be certain. Are you willing to make the ultimate sacrifice?" Megatron asked with an expression of anticipation.

Starscream slightly chuckled as his tapped his razor, sharp talons in a timid matter. "That may not be necessary." The slender grey mech then gestured to an elevator platform in front of them. "If I may Lord Megatron,"

Right on cue, the platform stopped as a few Vehicons stepped off, pushing a floating table with a red Cybertronian mech that had a huge gash going through his chest. On the table was the beaten, scarred, dead form of Cliffjumper.

"Consider it a welcome home present," Starscream grinned.

Megatron's triangular, shark teeth were revealed as his smiled sadistically upon seeing the dead Autobot.

…

**Autobot Outpost Omega-1**

Back at the Autobot base, it has been a couple of hours since Team 10 and the Autobots introduced themselves. Now that Arcee and Bulkhead had returned from patrol, Optimus figured it would be best to have a little discussion with their new friends.

Ben, Gwen and Kevin were in the human area, gathered around the railing so that they may be more eye level with the Autobots. Optimus Prime was standing in front of the superhero trio, discussing the current situation.

"And since you now know of our existence, I fear the Decepticons may soon learn of yours as well." Optimus conjectured.

"Not a problem." Ben replied in a 'not so worried' tone. "It's not like we can't handle ourselves."

"Though that you three may have…unearthly abilities…I feel it would be best if you have an Autobot guardian with you outside the base." Optimus offered. "You can never be too careful."

Kevin glanced over at Bulkhead whilst Gwen looked at Bumblebee, both smiled.

"Alright with me," Kevin grinned.

"Me too," Gwen added.

Ben took a quick glance at Arcee. The femme turned the other way, trying to avoid his gaze. The Omnitrix bearer sighed, getting the hint that Arcee really wasn't fawned of him. However, they were in another universe, and had nowhere else to go or to get back home.

But these Autobots were kind of enough to let them stay with them until they could discover a means of getting back to their home universe. Ben was grateful for it, and he was confident he could trust these apparently sentient machines.

The hero took another quick glance at the blue femme, realizing that it would take some time before the femme ever came around.

"Optimus," Ratchet whispered audibly. "Are you sure allowing these children to stay with us is wise. I mean, they are more in danger here than anywhere."

"Children?" Ben said, glaring at the medic.

"When they are not in…super-powered mode…they are as fragile as any other human. If they ever get underfoot they will go…squish." Ratchet continued.

"Then for the time being Ratchet, we must watch where we step." Optimus complied with a bit of humor.

Before another comment could be made, the computer panels began to blink as an alarm blared through the main ops center.

"What's that?" Kevin asked edgy, recalling the similar incident on the Rustbucket hours ago.

"**It's the proximity alarm. It means somebody is coming in from the top of the mesa." **Bumblebee explained.

Gwen turned to her cousin and boyfriend and translated, "Proximity sensors. Someone's coming up top."

Ratchet went to the terminal to see what set of the alarm. He sighed frustratingly as he turned his helm to face the others.

"It's Agent Fowler,"

"I…I thought we were the only humans who knew about you guys." Ben said confusingly, with a raised brow.

"Special Agent Fowler is our designated liaison to the outside world. He usually only visits when there are…issues." Optimus explained. "It would be best if you would not meet him at this time."

The trio nodded their heads in understanding.

Ben tapped the Omnitrix faceplate, allowing the holo-ring to pop up. He quickly scrolled through the playlist until he found the alien he wanted. He pressed the head icon, causing the plate to slid back, and let the core pop out.

Out of reflex, Ben slammed down the dial. Green light consumed his body as the Gwen, Kevin, and the 'Bots had to cover their eyes and optics.

"**Ghostfreak," **An eerie, raspy voice called out, after the light died away.

The Autobots stared in awe and shock at what had transpired. Hovering in Ben's place was a pale, ghost looking being that had black cracks around it body and a singular green in eye in one of the cracks on its head.

"Incredible," Ratchet muttered, wide eyed.

Gwen crossed her arms as she glared at Ben annoyingly. "Was that really necessary?"

The Ectonurite turned to Gwen and replied, "No. Not really, but I just wanted to see their dumbfounded looks."

Ghostfreak hastily grabbed Gwen and Kevin by the shoulders. Ben made them and himself invisible and intangibly. They phased through the concrete floor which provoked some gasps from the Autobots. Ghostfreak phased through out of the silo wall close to Ratchet's work center and made him and his friends tangible once more.

As soon as the medic's optics spotted them he let out a relieved sigh, seeing that they were okay.

"We'll hide here until he leaves." Ghostfreak informed eerily.

Optimus nodded in response.

A moment later, the elevator doors in the human center opened, revealing a rotund, African-American man wearing a blue business suit. He had an expression of solemnity and irritation on his face.

"Seven wrecks, thirty-four finder-binders, a three hour traffic jam," Fowler continued as he stepped out of the elevator and towards Optimus. Ratchet and Bulkhead stepped away from the railing in the process. "And on another note, numerous reports of a speeding motorcycle of unknown make…and a black and yellow, custom muscle car." Fowler paused as he shot a quick glare at Arcee and Bumblebee, who looked at each other and shrugged their shoulders.

"Now, anything you want to get off your tin-chest, Prime?" Fowler asked harshly.

Optimus narrowed his optics at the agent annoyingly, although he suppressed it very well and put on his best, professional mien. "We have the situation under control, Agent Fowler." He assured.

"They're back aren't they?" Implied Fowler, ignoring Optimus's previous response.

"If you are referring to the Decepticons, I fear they never left. Your planet is much too valuable."

"Is that so?" Fowler raised a brow. "Then maybe it's time I wake up the Pentagon?"

"Hear me Agent Fowler," Optimus continued. "We are your best, possibly your only defense against the Decepticon threat."

"Says you?" He countered, not convinced.

"Hey fleshy!" Bulkhead shouted.

He was getting pretty annoyed with Fowler's attitude towards his leader. "Did anyone get splattered on that freeway?! Team Prime knows when to use force." The Wrecker then ripped off a mechanical arm mechanism off of Ratchet's lab table. "And how much to use it," He then crushed the arm for emphasis.

"Bulkhead, I needed that!" Ratchet yelled.

Ghostfreak, Kevin, and Gwen couldn't help but giggle at the comical scene.

"Enough!" Optimus ordered, before turning his attention back to their liaison. "Military involvement will only lead to catastrophe. Perhaps you can condone for widespread human casualties, Agent Fowler. I, however, cannot."

Ben looked on impressed by Optimus's words. It was beyond a shadow of a doubt that Optimus really did care for the safety of Earth, and would do everything in his power to defend it. The trio, at that moment, had discovered newfound respect for the Autobot leader.

"Then do us both a favor Prime and handle this…UNDER the radar." Fowler replied as he proceeded back to the elevator. Before the doors closed, he added, "Or I will,"

As soon as the doors shut tight, Ghostfreak grabbed Gwen and Kevin and flew back to the platform, and slapped the Omnitrix dial, turning back to Ben in a flash of green light.

"He seemed like a ray of sunshine." Ben commented with a smirk, eliciting a few snickers from Bulkhead, Bumblebee, and Kevin.

"Yeah," Bulkhead agreed. "And pretty big bearings…for a human."

"Agent Fowler is only concerned for his world. As he should be," Optimus stated wisely.

…

**Decepticon Energon mine**

Megatron walked up to the platform where the scarred, deceased form of Cliffjumper laid. The Dark Energon shard was still held tight in the warlord's grip.

"Let us see if power born from darkness…can reignite the spark." Megatron hissed as he stabbed the purple shard into the red mech's chest.

All of a sudden, Cliffjumper's body began to glow a bright amethyst as darker violent mists billowed off his body. The Dark Energon chunk sunk into the Autobot's spark chamber. Without warning, the optics of the once dead Cybertronian opened back up.

However, instead of a bright blue, they were a dark purple. The same type of violent color illuminated out of the Cliffjumper's joints and seams. Suddenly, the zombie-bot shot its helm up as it let out savage like growls.

It continued growling, snarling, and pulling against its binds. With newfound strength, the former Autobot easily broke the bonds on its wrists and then its ankles. It jumped off the platform and quickly spotted two Vehicon troopers standing forty yards away.

It threw up its head once more a roared violently before charging at the drones. It tackled the one to the left with much force, and began to punch it repeatedly in the face. Before the drone could fight back, the red mech grabbed him by the face and crushed it, off-lining it in the process.

The second Vehicon deployed its blaster and cut loose a barrage of energy blasts at the Dark Energon infected Cybertronian. Cliffjumper's attention was immediately drawn to the other drone firing at him, its blasts did nothing but enrage the living-dead Cybertronian further.

It snarled ferociously as it charged the other Vehicon and began to pummel it to death, never pausing once.

Megatron and Starscream stood back and watched. An expression of horror, fear, and shock was plastered on the seekers face. Megatron, on the other hand, looked on in interest.

"That's your plan!" Starscream screamed with trepidation. "Bring Autobots back from the dead to attack us?!"

"That is no longer an Autobot." The Decepticon leader corrected calmly. "Just a mindless beast that's only instinct is to destroy anything in its path."

After the red mech finished killing the two troopers, it turned its gaze to the silver brute that was Megatron. It threw up its arms and let out a battle cry before storming towards the warlord. Starscream ran in the other direction, putting as much distance between him and the undead Autobot.

Meanwhile, Megatron stood stationary with no fear whatsoever. As soon as the zombie-bot got within range, the former gladiator deployed his sword and sliced it diagonally across Cliffjumper's body. It stopped and stood still for a short moment, until the front half of Cliffjumper split away from the lower half.

Both halves fell over the ledge, however the upper half held on to the edge with one servo.

"There Starscream, now you see. This is the key to my vast, indestructible army. Savagery, untamed powers, the ultimate weapon," Megaton announced as he stepped towards the ledge, seeing that the snarling Cliffjumper was still attempting to get back up. The warlord promptly kicked the former 'Bot in the face, letting it fall hundreds of feet down to the next level. "Once I learn to control it."

Starscream looked over with a sadistic grin adorning his facial plate.

…

Ratchet stands by the computer terminal, searching for any possible Energon spikes that could pop up anytime. Suddenly, a new signature appears on screen. The medic analyzes further to see it is originating from the Northern Canadian wilderness. And to his shock, there is a profile picture of a familiar red mech right next to the signal.

"Blasted Earth tech!" Ratchet exclaimed. "Cliffjumper's signal just popped back online."

Team Prime stepped closer whilst Ben, Gwen, and Kevin came to the railing nearest to Ratchet.

"Wait…who's Cliffjumper?" Gwen asked.

"How is that possible?" Optimus inquired, ignoring Gwen's question.

"It isn't." Ratchet answered. "It's another bug. The system's chalked full of them!"

"If there's any chance that Cliff is still alive." Arcee stated with a smile, a sense of renewed hope.

"Ratchet, activate the groundbridge." Optimus commanded.

The gruff 'Bot walked to the groundbridge controls, entered the coordinates, and pulled down the lever. Suddenly, the tunnel carved into the side of the mesa wall, flared to life as greenish-blue light consumed the passageway.

"Hey!" Kevin called out. "What can we do, big man?"

Optimus looked at Kevin and then Gwen and Ben. True, these three had super-powers and could be helpful, but Optimus did not want to risk any of them getting hurt. Besides, this mission is only search and rescue.

"Remain with Ratchet," Optimus replied.

"Uh," Kevin sighed as he gripped the railing, so tightly that it actually bended in his grip.

"Uh," Ratchet vented annoyingly.

"Autobots," Optimus said. "Roll out!"

Optimus collapsed into his red/blue Peterbilt mode and zoomed through the portal first. Bulkhead, Arcee, and Bumblebee transformed into their vehicle modes and followed swiftly.

"W-what just happened?" Ben asked dumbfounded.

"I sent them to the designated coordinates via the groundbridge." Ratchet explained.

"What's a groundbridge?" Gwen inquired with intrigue.

Ratchet vented a heavy sigh as he continued. "It is a scale down version of spacebridge technology. Since we do not possess the means or the Energon required for intergalactic travel…"

"You're stuck here." Kevin finished. "On Earth,"

"With the likes of you, yes." Ratchet replied. "But, I engineered the groundbridge to allow travel from here, to anywhere on this planet."

"Does it work for humans, or…meta-humans?" Gwen queried.

"Naturally," Ratchet replied with a hint of pride.

"So it's almost like a Hyper-Space Jump Gate, only limited to Earth." Ben summarized.

Ratchet raised an optic brow. "I'm afraid I do not know what a…Hyper-Space Jump Gate is."

"It's like our universe's version of a spacebridge." Kevin explained simply.

"So…you can travel to any point across the globe in just seconds with this machine." Gwen said. "Wow, that's pretty cool…and efficient."

"Indeed," Ratchet then stepped forward with a smug grin. "In fact, allow me to transport you three to any destination of your choosing, free of charge."

Gwen simply glared at the medic. Ben and Kevin took a step back, knowing that look all too well.

"Watch it, Ratchet." She warned as her eyes lit up with pink.

Ben couldn't help but snicker as Ratchet slowly stepped back. But unexpectedly, another thought entered Ben's mind. It had been bothering the green eyed teen since it transpired: when the Omnitrix scanned Bumblebee. It had been bugging Ben since they arrived at the Autobot base.

Though the Autobots seemed to carry human like traits, he was confused why the Omnitrix would scan one of them. From what he knew, the Omnitrix only scanned unknown, sentient organic DNA. Although these transforming machines seemed sentient…they don't have DNA, or do they?

"Hey Ratchet, I've got a question." Ben said.

"And I bet I have an answer." Ratchet replied as he proceeded back to his terminal.

"Right," Ben rolled his eyes. "I was wondering if you Cybertronians have something similar to DNA."

"Why the sudden interest?" Gwen probed, raising an eyebrow.

"Because, earlier today, while Arcee and 'Bee were fighting those Decepticon troopers, the Omnitrix scanned Bumblebee before I transformed into Heatblast." Ben explained.

This had caught Gwen, Kevin, and even Ratchet's attention. The former two looked at Ben confused.

"Wait, the Omnitrix scanned Bumblebee? How is that possible?" Kevin asked. "I thought the watch only scanned unknown organic life-forms."

Ben rubbed his chin as he contemplated on this predicament. "I know. That's what I thought too; which is why I asked in the first place."

"Well, to answer your question, yes. We Cybertronians have what is called CNA or Cyber Nucleic Acid. It is the building blocks of all Cybertronian life." Ratchet enlightened.

"Like DNA," Gwen whispered. Her brows furrowed as her mind began to connect the dots. Once she got it figured out, she turned to her cousin. "That explains why the Omnitrix scanned Bumblebee. It detected the unknown genetic code of a sentient being."

Ben looked to the floor for a moment as he soaked this all in. "Hold on, that means that it doesn't matter if it is organic or not. As long as it has some sort of genetic code, and has sentient traits, the Omnitrix will scan it." Ben summarized.

"Wait! So that means Tennyson can turn into an Autobot now?" Kevin added. "Cool,"

"You," Ratchet pointed at Ben. "Turning into one of us…oh Primus help us all." He sighed.

Gwen and Kevin couldn't help but snicker at the ole gruff medic whilst Ben looked on in bewilderment.

"What? What's wrong with me turning into one of them?"

The auburn haired girl looked at Ben incredulously for a second, but said nothing.

Several minutes later, Ben and Kevin climbed down from the human platform and began to walk around the command center, examining the room and getting a feel to where everything was. They had already walked through the med-bay and Ratchet's lab and were heading back to the human platforms. As the duo walked through the massive room, a piece of machinery on a wall grabbed Ben's attention.

The brunette walked over to it and studied it for a few seconds. It had all sorts of buttons, wires, and holes where computer boards could be seen inside.

"Hmm...what's this thing?" Ben asked as he proceeded to touch a button.

"Broken. Don't touch." Ratchet replied as he walked back to his computer terminal.

Ben stared at the medic's back for a second as he outstretched his hand back to another button on the machine.

"Don't touch that either!"

Ben scratched his head in confusion as Kevin walked up behind him.

"Anything in here we can touch?" Kevin quipped.

Before Ratchet could retort, a red error message appeared on his monitor. Prompting him to let out a frustrated sigh.

"How come you guys are using human computers" Gwen inquired.

"It certainly isn't by choice. It was handed down from the previous owners when we inherited this former missile silo. I make modifications as I see fit." Ratchet explained.

Right on cue, multiple beeps sounded out as all of the monitors, large and small were littered with red error messages. Ratchet vented out another annoyed sigh as he hung down his helm.

"Hmm...I think I can fix that." Gwen said. The red haired girl then turned her gaze to Kevin. "Kevin, up here with me."

The black haired teen rushed to a yellow ladder and climbed up. He strolled over to a set of human size computer consoles that Gwen was already by and took a seat.

"Really now. You know this is complex technology. I mean, it isn't a child's toy." The medic stated unconvinced.

However, Gwen ignored him and continued to type on the keyboard as Kevin watched what she was doing. Before she finished, Kevin told her to input a few extra codes she left out. Once he was satisfied with it, he told her it was good to go as she pressed the 'Enter' button.

"Now try," Gwen said.

Ratchet looked up and was meet with quite a shock. The error messages vanished and were replaced with green check mark icons before the screen returned to normal. He looked back at the duo to see their smirking faces directed at him.

"When you've dealt with alien tech as long as I have, fixing human computers is easy as pie." Kevin grinned as he leaned back in his chair.

"Duly noted," Ratchet muttered.

…

Later, the occupants at Outpost Omega received an emergency groundbridge request. As Ratchet pulled down the groundbridge lever, Ben, Gwen and Kevin gathered by the railing to watch as the groundbridge tunnel came to life.

Arcee, Bumblebee, Bulkhead, and Optimus zoomed into the base, in vehicle mode, and at high speeds. But what really caught the trio's attention was the bright blue conflagration tailing the Autobots. As soon as Optimus exited the portal, Ratchet quickly closed the groundbridge.

The red and blue titan transformed and skid across the floor thanks to his momentum. Team 10 could see soot, burnt marks, and scratches all over the Autobot warriors. However, it appeared to be nothing more than superficial.

"Cutting it a bit close," Remarked Ratchet before he became more serious. "How 'bout Cliffjumper?"

Optimus, 'Bee, and Bulk looked down solemnly. Ben, Gwen, or Kevin didn't need to ask as they could already see the answer on their facial plates. It was clear, whoever this Cliffjumper was, didn't make it.

Optimus took a step towards Arcee, who was hugging her chassis and looking at the floor.

"Arcee, what did you see?"

She hesitated for a moment, but eventually regained a bit of her bearings. "Not Cliff…at least…not anymore," She paused. "He was mutated, butchered…like one of those 'Con experiments during the war." Arcee tried fighting back tears.

The Amazon warrior then fell to a knee as she rested her head and arms on a concrete cube.

"**Arcee, are you okay?" **Bumblebee asked concerned.

The blue femme held up a hand. "I-I'm fine. Just… a little dizzy,"

Ben, Gwen, and Kevin both looked on in confusion. It didn't take long for all to suddenly click into place. Their eyes widened at this new, stunning revelation.

"Robots, who get dizzy," Kevin noted.

"Robots with emotions," Gwen added.

"Robots…, who can die," Ben finished.

They realized then that these Cybertronians…despite being made of metal…were actually more sentient than they previously thought. These machines were human, in their own way.

Ben walked to the railing closest to Arcee and gazed down on the femme. He noticed Ratchet examining something on her right gauntlet. It was some sort of purple goo with a violent haze billowing off of it.

"What is this?" Ratchet muttered as he stared at the goo longer.

"Don't know. Cliff was covered in it, leaking it." Arcee replied.

Without warning, the sounds of beeping and whirring caught everyone off guard. Ben immediately realized that source of the noise was emanating from his left wrist. He pulled up his jacket sleeve. What Ben saw was surprising to say the least. The Omnitrix was fluctuating between flashing green, yellow, and purple while at the same time beeping and whirring uncontrollably.

"Well…whatever that stuff is it's messing up the Omnitrix." Ben pointed out.

The orange and white 'Bot took a scalpel from his subspace compartment on his waist and took a sample off of Arcee's wrist.

"Go take a decontamination bath, now." Ratchet advised.

Bumblebee helped Arcee up and aided her to the decontamination room. Ben's attention was still focused on the Omnitrix, and why it was acting weird. The moment Arcee exited the room, and Ratchet placed his sample in his lab, the watch deceased it's bleeping, whirring, and flashing before it returned to normal.

'_Okay, what was that about?' _Ben thought. He looked at the watch faceplate for a moment before averting his attention to the concrete box where Arcee was previously seating. The teen hero realized that whatever that purple stuff was, it was what was screwing up the Omnitrix. _'But the question is why was it messing up the watch? What could it be that could make the Omnitrix meltdown like that?'_

Ben tried thinking up possible reasons, but none really came up.

He then turned his gaze to where Arcee had exited the room. He couldn't help but feel sorry for the blue femme, even though she didn't like being near him. Whoever this Cliffjumper was, was obviously close to her from he could tell. It would explain why she's been acting hostile towards Ben. She is simply upset over loosing someone close to her.

Ben decided he would confront her later about it, but now was not the time.

'_I'll let her be for now. She's already been through so much. She needs this time to grieve.' _Ben thought.

…

High in Earth's atmosphere, the Decepticon warship was flying through thick, banks of clouds. It was late evening and the color of the clouds was turning to a dusty pink whilst the sky became darker. Inside the ship, Megatron and Starscream were situated in a big room with a pillar in the center with some sort of force field surrounding it.

Resting on the pillar were humongous chunks of Dark Energon crystals sprouting out of some sort of rock at the bottom. The amethyst light lite up the room whilst the hazy mist billowing off the crystals was sucked into multiple vents above the platform.

The silver warlord strolled around the pillar, gazing up the Dark Energon crystals. He has been examining the dark substance without pause ever since he transported it aboard his vessel.

Meanwhile, Starscream kept his distance down the pathway as he debriefed his master on the events that occurred at the Energon mine.

"I do not think you have to worry about further Autobot interference, Lord Megatron. Not with Optimus gone." Starscream said.

"And what evidence do you have to prove this?" Megatron implied, not turning his attention away from the violent rocks.

"I destroyed the mine. As you instructed," The arrogant seeker replied.

"Optimus is not easily destroyed. We have millennia worth of battle behind us to prove it." Megatron retorted as he returned his gaze upon the Dark Energon.

"Perhaps you should take a break, Lord Megatron. I fear too much contact with the Dark Energon could…adversely affect you."

"Or perhaps Starscream…I have not allowed contact enough." Megatron responded as he plucked off a shard from the formation of Dark Energon crystals.

"Wait! Lord Megatron, no! Not your spark chamber, you do not know what it will do!" Starscream protested.

However, the seeker's screams went ignored as Megatron stabbed the purple shard deep into his chest. Suddenly, a loud growl emanated from the depths of Megatron's throat. Bright purple light began to illuminate from the seams and joints of Megatron's body. As seconds passed, the warrior's structure started to shake rapidly.

Starscream looked on in horror as he took a few cautious steps back from the scene.

Without warning, another louder growl bellowed out from his mouth as his once red optics turned a bright purple.

…

Back at Autobot Outpost Omega, the command center was empty with the exception of Ratchet. Last night, Ben, Gwen, and Kevin had left for Jasper along with Bulkhead and Bumblebee to pick up a few things, mainly food. But while they were in town, they kept in mind to search for jobs, until they then remembered that they don't exist in this universe, so applying for a job would be difficult.

Optimus and Arcee had both returned to their quarters. The latter had immediately gone to her room after washing herself off. As far as Ratchet knew, she was still in their sulking over today's recent event. But the medic couldn't blame her. Heck, nobody could.

But now, it was early morning and everything was quiet as the rest of Team Prime and the latest human additions continued to sleep in their respective quarters. Ratchet had decided to take this time of peace and quiet to his advantage and study the purple goo he scraped off of Arcee yesterday.

Ratchet looked through a microscope, examining the purple goo he removed from Arcee's wrist. He looked up from the device and stared at the monitor that showed a bigger picture of the purple substance.

"Hmm…the base elements of this goo are unlike anything I've ever encountered. It must've been extremely concentrated to affect Arcee so rapidly." Ratchet diagnosed to himself.

Using a set of Cybertronian size tongs, the cranky medic then removed the glass slide from underneath the microscope. On the slide was a singly droplet of the same amethyst goo.

"However, results are slow coming without the proper tools thank you very much, Bulkhead." He complained as he proceeded to another part of his laboratory.

Just as Ratchet stepped away from his work bench, out of his knowledge, a small droplet of purple fell to the floor. The drop of goo landed on the same robotic, grappler device that Bulkhead had previously crushed.

Unexpectedly, the purple substance seeped into the mechanical arm through the seams. After a few seconds, the grappler hooks began to flinch as purple light shined out from the device's seams and through a hole in the palm of the mechanical hand.

Suddenly, the grappler tool came to life and began to crawl around on the floor like a spider. It ominously skittered across the concrete floor, searching for its first victim.

**A/N: Yeah I know. This is a crappy place to end the fourth chapter. You don't have to tell me twice. But I want to get the events for chapter 5 thought out more before I proceed to write it. Until then, I hope you enjoyed this newest addition to the story. **

**I promise the next chapter will be more action packed and thrilling. More aliens, more fighting, a small touch of Ben/Arcee at the beginning (but not much mind you. After all, she's still grieving and she and Ben are still kind of so-so when around each other), and more of the awesomeness you love. **

**Please leave any comments, questions, and critique in the review box. Until next time…**


	5. Darkness Rising Pt 2

**Ben 10: Prime Force**

**Chapter 5: Darkness Rising Part II**

…

It is morning at Autobot Outpost Omega-1. Inside the main ops center, the only occupant present is Ratchet. The medic/scientist stands by a lab table, examining a sample of the purple goo (the same he removed from Arcee) through a specialized microscope.

"Thank goodness for peace and quiet." Ratchet muttered. "House guests can be such a bother."

Suddenly, Ratchet's attention was grabbed by the sound of metal hitting the ground. He brought up his helm and turned it from right to left, looking around his lab area. After seeing nothing unusual, Ratchet shrugged his shoulders, passing it off as nothing, before averting his attention back to the task at hand.

Without warning, he heard the sounds of metal skittering across the floor, this time it sounded close.

"Optimus?"

As the gruff ole medic turned around, he was met with quite a shock. The same grappler tool that Bulkhead had crushed was skittering towards him across the floor like an insect. It was using its six servo appendages as legs while the vibrant purple center appeared to be an optic.

"By the All-Spark," Ratchet exclaimed.

The spider like tool jumped in the air, intending to land on Ratchet's face. But he quickly ducked, causing the possessed tool to fly right by him. It landed on the catwalk above his lab, and let out a metallic hissing sound.

It then jumped on Ratchet's work table, attempting to attack him again. However, Ratchet hastily grabbed a metal rob (that was lying near his lab station) and landed a direct hit on the grappler. The spider like tool recovered swiftly and skittered across the table, easily dodging Ratchet's blows.

It came towards his microscope and used its razor sharp appendages to promptly cut it in half.

"I needed that!" Ratchet yelled, gritting his metal teeth.

The hissing tool then leaped in the air, on a path straight to Ratchet's helm. Before it could though, a sudden blast of Energon hit the tool. Ratchet looked to his left to see Optimus standing there with his right Energon blaster deployed. The tool somehow survived the blast and regained its bearings.

Nevertheless, before it could cause any more damage, Optimus's giant boot shaped foot slammed down on it, reducing it to scrap.

"And stay broken." Ratchet quipped. "Now…what could've caused that?"

Optimus shifted his blaster back to a servo as he allowed his battle mask to open up, revealing his smooth facial plate.

"I have a grave suspicion, Ratchet." He paused as he glanced down at the crushed tool. "Dark Energon,"

…

Flying high in Earth's stratosphere, amongst the morning clouds, was a dark, ominous warship that was none other than the _Nemesis_. Inside the room where Megatron stored his collected Dark Energon, the warlord stood in front of the pillar that held the purple crystals.

Megatron exhaled a satisfied sigh of relief as the last of the Dark Energon shard he stabbed in his chest, was absorbed into his spark. The former gladiator couldn't help but grin sadistically as he felt amazing, dark power course through his body.

Starscream cautiously stepped forward, still wary of his master. After all, he was shaking rapidly and yelling violently mere minutes ago.

"Uh…Lord Megatron," Starscream said timidly.

"It's as if the blood of Unicron the Destroyer…flows through my veins; as if…I hear his very thoughts." Megatron prattled. He then reached out and plucked another shard of the amethyst matter. "I now know what I must do."

"And…what can… I do to assist you, master?" Starscream stuttered awkwardly.

"Quit groveling…and await my command." Megatron ordered as he proceeded down the pathway and out of the room, whilst Starscream glared at him with contempt.

Later, Starscream stands in the bridge, watching as Megatron flies away in his alt mode towards a destination unknown. The seeker continues to stare on with obvious scorn as Megatron disappears into the clouds. Somehow, Starscream felt like someone was behind him. He glanced back and was startled to see Soundwave standing there.

"Soundwave!" He jumped slightly in surprise. Starscream quickly calmed down as he regained his composure. "I fear that when our master reached for the stars, he came down with a little…space madness. Lord Megatron has not been of sound judgment since his return." He then turned around to face the visor faced 'Con. "Increase global surveillance,"

"_Quit groveling…and await my command." _Megatron's recorded voice replayed through Soundwave's face, but with a darker, metallic undertone.

"I'm not death!" Starscream retorted. "But…if Optimus Prime lives, I believe it is in Lord Megatron's best interest that we ensure his enemies…destruction." A sinister smile then appeared on his slender face.

…

Back in the command center of Autobot Outpost, Optimus and Ratchet were engaged in a conversation. They gathered up the remains of the crushed tool and placed in a glass canister.

"If the residue found on Arcee brought your broken equipment to life, then it stands to reason…that the very same substance brought Cliffjumper…back from the dead." Optimus implied with a grave undertone.

Ratchet placed a servo on his metallic chin as he contemplated on the scenario. He discovered that it did make sense, but there was one problem. "Hmm…that would account for Cliffjumper's life signal inexplicitly coming back online…but…Dark Energon?" Ratchet looked at Optimus with uncertainty. "It's so scarce it's virtually non-existent. What would it be doing on Earth?"

"It was transported…by Megatron." Optimus answered.

"For what purpose?" Ratchet asked.

"To conquer this world by raising an army of the undead,"

Ratchet was silent for a moment as he absorbed this information. He then let out a chuckle as he replied, "Well…Megatron will have to bring quite a few toaster ovens. I mean, where…on this world…would Megatron find that many Cybertronian dead?"

Optimus didn't answer as he could hear the familiar engine sounds of Bulkhead and Bumblebee returning from Jasper, with Gwen and Kevin in tow.

…

**Earlier **

Ben's eyes began to slowly flutter open. When they did, he found himself lying in a simple, twin sized bed in a room where the walls and ceiling appeared to be carved into rock. He was confused for a moment, how did he get here? Why was he not in his room back home?

It all came back to the teen hero instantly; being ambushed by Vilgax, the Quantum Drive overloading, crash-landing, and, finally, meeting the Autobots. He then realized he was in the quarters that the 'Bots had loaned him while he, Gwen, and Kevin stayed with them in their base.

He let out a deep yawn as he pulled off the covers and sat up in the bed. There was no sense in going back to sleep; besides Ben was awake now and wouldn't be able to drift back off. After pulling off the covers he discovered the room was surprisingly cool and pleasant. Ben could even feel a few goose-bumps break out on his legs. The brunette stood up and proceeded to the bathroom that came with his quarters.

Ben went through his normal morning routine by taking a shower, brushing his teeth, and applying deodorant. Thankfully, between Ben, Gwen, and Kevin, the three of them were able to buy hygiene related materials in town yesterday. And astonishingly, the money they carried with them from their universe, was good to use in this one.

After getting washed up, Ben put on his jeans and green jacket before walking out of his room. He then took a quick peak at the Omnitrix to see it was six-o-clock. One thing that separated this new Omnitrix from the previous ones is that it could display time. Go figure!

The emerald eyed teen knew Gwen and Kevin would still be sleeping and he didn't want to wake them. He guessed the Autobots were still in…recharge as well, except Ratchet maybe. With those points in mind Ben decided to do something productive until his friend woke up.

A smile crept on his face once he figured out what he could do. Ben walked down the long, dark corridors, remembering where he was thanks to the tour given by Bumblebee. It took him five minutes before he reached his destination: the SAFE.

The SAFE is a training room that is able to project hard-light constructs of Vehicons, certain Decepticons, or really anything that someone can spar against.

Ben walked through the door to see that everything in the room; the floor, the walls, and ceiling was shrouded in bluish-white square plates. Ben turned left and looked up to see a metal control panel on the wall over fifteen feet high. No way a human could reach that high without some sort of ladder or lift…at least no normal human.

The green eyed teen couldn't help but smirk. He pulled up his sleeve and tapped the Omnitrix faceplate. He scrolled through the holo-ring, searching for the right alien that he currently needed. Upon finding it, he tapped the head icon, allowing the faceplate to slide back and the core to pop out.

Out of second nature, Ben slapped down the Omnitrix, causing the entire room to be engulfed with blinding, emerald light. When the light faded away, standing in Ben's place was a twelve foot tall, bipedal reptilian creature with massive arms, elephantine feet, and a tail. His skin was mainly dark brown while his underbelly was beige.

"**Humungousaur," **Ben shouted out of habit.

Humungousaur stepped toward the panel and saw that it was still three foot above his head. The Vaxasaurian merely grinned as he increased his size to over twenty feet. Stegosaur like spikes slightly grew from his back. They didn't full protrude out since Humungousaur didn't grow to his full height of sixty feet.

Ben walked up to the panel and examined the controls. It wasn't too complicated. In fact, after a minute of examining it, he pretty much understood it.

"Hmm…let's start off with easy, and then work my way up." Humungousaur said.

After inputting the commands, the bluish-white panels around the room became more vibrant. Suddenly, a single solid image of a Vehicon appeared in the middle of the room. Ben turned his attention to it and tightened his hands into fists. The Vehicon and Vaxasaurian stared down at each other for a few seconds.

Immediately, the Decepticon drone shifted its right forearm into a blaster and started firing a fusillade of red energy blasts. Humungousaur didn't even bother trying to dodge the blasts, considering the projectile couldn't pierce his tough skin. Though he did feel a slight stinging sensation, but his endurance easily made him ignore it.

Humungousaur let out a booming roar as he charged full steam at the drone. The Vehicon didn't stand a chance as a giant mass of dinosaur muscle delivered a powerful right hook into its helm. The drone was decapitated, the banged up helm rolled to the side before it and the rest of the body faded away.

Ben let out a gruff 'Hmph'. "Well…that was pretty anti-climactic." He noted.

Without warning, five Vehicons appeared out of nowhere. The purple and black robots formed a circle around Humungousaur and hastily deployed their blasters. Humungousaur looked side to side, no intimidation present anywhere on his expression.

"Level two, huh? Here we go," Humungousaur smirked.

Just as the hard-light constructs primed their weapons, Humungousaur leaped at the nearest one and tackled it to the ground. He grabbed at the drone's right arm and easily ripped it off. Picking it up over his head, he tossed it at another. Both drones were thrown of the right instantly.

The remaining three aimed their guns at the brown dinosaur and discharged a folly of crimson blasts. Humungousaur bent his knees and jumped high in the air, way over the blasts. Surprisingly, the massive brute landed right in front of one of the Vehicons and delivered a nasty haymaker into its visor.

Just like before, the helm was punched clean off of its metallic shoulders. The other two aimed and fired away upon Humungousaur, but the energy weapons had no effect on him. Ben grinned confidently as he increased his size of twenty feet up to thirty feet. He then grabbed the Vehicons by the waists and slammed them together, crushing them like cars in a scrap yard.

After the five drones were defeated, as expected, more began to materialize all around Ben. This time however, there were approximately ten Vehicons. Humungousaur merely grinned, seeing as he dwarfed the solidograms by at least ten feet.

"Ten against one? Dude, I like those kind of odds." Ben proclaimed.

The next five minutes went by quick. After literally trashing the ten drones, over fifteen more appeared. Needless to say, Humungousaur took care of them swimmingly. Afterward, twenty phased into existence, and after that thirty. But like the previous levels, Ben easily took them down.

The fact that their weapons couldn't harm his tough skin and he could throw them around like rag dolls, gave the Omnitrix bearer a great advantage. In the end, Ben had defeated up to eighty drones in a time span of ten minutes. Humungousaur took this moment to catch his breath for a moment, before the next level would start up.

"Impressive," A feminine voice commented.

Ben was brought out of his thoughts as he turned towards the source of the noise. He discovered Arcee leaning against the door frame of the SAFE entrance. The blue femme had her arms crossed over her chassis and looked at the Vaxasaurian with a smirk.

"A-Arcee," Ben stuttered, surprised to see her there. "Uh…how long have you been there?"

The smirk on the femme's face grew bigger. "Long enough to see you take down eighty Vehicons in ten minutes. Got to say, that's not bad at all."

Humungousaur rubbed his neck sheepishly. "Eh, it was nothing." He said modestly.

He lifted up his hand and slapped the Omnitrix dial. Again, the room was consumed by green light as Humungousaur transformed back into Ben. The green eyed teen looked up to Arcee with a slight bemused mien.

"Not that I mind your company or anything, but why are you here?" Ben asked. "I thought you'd still be asleep."

Arcee looked down with a solemn expression as she closed her optics. "I…haven't really been able to recharge." She admitted.

Ben stared at her with sorrow and pity. He couldn't help but feel bad for Arcee, after everything that happened to her in the last forty-eight hours. Whether she was hostile to him or not, she didn't deserve it.

A short moment of silence passed before Ben spoke up again.

"I'm…um…I'm sorry about what happened, Arcee. Bulkhead told us how close you two were." Ben paused momentarily, trying to find his words. "Cliffjumper…he…he didn't deserve what happened to him."

Arcee brought up her helm to look at Ben. She could see the sincerity on his face and feel it coming from his voice. He was definitely not lying. She smiled slightly in response.

"Thank you, Ben. I…I appreciate it," Arcee confessed.

Ben smiled, seeing that she was actually being nice to him for the first time. But he was really happy to see that he made her smile, even if it was only slightly. It's still a start.

"Anytime," Ben replied. "Just remember, if you ever need anyone to talk to, I'll be there for you."

Arcee grinned. "Well aren't you a smooth operator?" She teased.

'_Wow, she's actually beginning to open up a bit.' _Ben mused.

"So I've been told." Ben commented.

Arcee's face then became more serious. "We should get to command center. Bulkhead, Bumblebee, and your friends should be coming back from Jasper about now."

"What were they doing in town?" Inquired Ben as he and Arcee stepped out of the SAFE, and down the corridor.

"Bringing back what humans call 'breakfast'." She replied.

"After training like that…I could use a little fuel in the tank." Ben said.

When they entered the command center, they saw all Autobots present and accounted for. Ben walked up to the human area where Gwen handed him a fast food biscuit they got in town. The brunette didn't waste time in unwrapping it and chowing down. After all, beating up Vehicons (no matter if they're real or not) works up an appetite.

While Ben ate, the trio looked to the lab area to see Optimus and Ratchet having a discussion with the other 'Bot. They couldn't help but listen in.

"Autobots…prepare to…" Optimus then paused as he looked at his troops and then glanced over at Ben, Gwen, and Kevin.

"Roll out?" Arcee implied.

"Remain here," Optimus replied. "Ratchet you'll come with me. Arcee, we'll be out of communications range for quite some time. So I'm putting you in charge."

"Dude, you're the biggest. Shouldn't you be the boss?" Kevin asked, looking at Bulkhead.

"Uh…he never picks me." He replied.

"Optimus, you know babysitting is not my thing. Besides, Ratchet hasn't been in the field since the war." Arcee argued, clearly wanting to go with.

Her comment only elicited Ben to roll his eyes.

"My pistons may be rusty but my hearing is sharp as ever!" Ratchet retorted as he typed in a set of coordinates on the terminal.

The trio couldn't help but grin, even though he was a grumpy looking figure, Ratchet could be funny at times.

"For the moment, it is only reconnaissance." Optimus assured.

"Then why do I feel an edge in your voice?" Arcee countered with a raised optic brow.

"Arcee much has changed in the last twenty-four hours, and we must all learn to adapt." Optimus replied. The Autobot leader then turned his attention to his medic. "Ratchet, bridge us out."

Ratchet pulled down the lever, activating the groundbridge in a swirling mass of colors. The two metal titans leisurely proceeded into the tunnel and then vanished.

Ben rubbed his neck sheepishly as he then focused his gaze on Arcee. "So chief…what's on the activities list?"

"I'm going on patrol." Arcee deadpanned as she proceeded to the tunnel, causing Ben to sigh.

'_So much for her warming up to me,' _Ben thought.

"But Optimus told us to stay." Bulkhead disputed.

"When you're in charge you can call the shots." The femme replied. "'Bee with me,"

Bumblebee glanced at Gwen before his slump his shoulders. **"Awww,"** He whirred complainingly.

Arcee and Bumblebee stepped towards the tunnel, preparing to transform and roll out.

"Bulkhead, you're in charge." She stated.

They then shifted into their vehicle modes and stormed down the long pathway. Bulkhead stared at the exit for a short second before returning his optics to Ben, Gwen, and Kevin.

"So…what's on the activities list?" The wrecker asked in a joking matter.

Suddenly, Kevin jumped down from the platform and in front of Bulkhead, his entire body covered in steel armor he absorbed from the railings.

"How about we spar?" He suggested as he slammed his right fist into his left hand.

"Nah, I just got back from training in the SAFE." Ben replied.

"Kevin, I'm not sure that's a good idea." Gwen reprimanded.

"She's right." Bulkhead agreed. "I'm not so sure Optimus would like it if we sparred with you three."

"What?! Don't think you can handle me, big guy?" Kevin mocked as he shifted his right hand into a spike mace.

All of a sudden, before any other remark could be made, the computer alarm blared through the main ops center.

"Whoa, whoa, whoa…proximity sensor," warned Bulkhead. "Hide!"

Ben and Gwen quickly sprinted down the stairs off the platform, and hid behind Bulkhead's giant foot, along with Kevin. The Osmosian quickly dropped his armor and turned his skin back to normal. The doors to the elevator immediately opened, revealing a steamed Agent Fowler.

The rotund man walked up to the railing with an obvious angry expression.

"Prime!" He shouted.

"A-agent Fowler," Bulkhead grinned sheepishly as he had his servos behind his back. "Uh…he's not here. Nobody's here. Well…except me of course."

"Well where did he go?" demanded Fowler. "Oh wait…don't tell me. He's out pancaking a mini-mall?"

Bulkhead shifted the position of his foot to hide Ben, Gwen, and Kevin better as Fowler stepped closer to the stairway. "Now I don't know what language you 'Bots speak on your planet, but Prime promised that he would handle the Decepticons. And blowing a crater in the Canadian wilderness is not what the word 'handle' means in English. So you tell Prime…"

Fowler stopped mid-sentence as he turned his head to the left. He noticed some breakfast wrappings lying on the coffee table in front of the couch. That was definitely not something he expected to see, especially in a base of alien robots.

"Since when do you 'Bots get take out?" Fowler asked, pointing to the food wrappings.

"Uh," Bulkhead hummed blankly, unable to come up with an accurate response.

Ben, Gwen, and Kevin stared at each other, realizing there was no way out of this. Sighing in defeat, Ben was the first to step out of hiding before Gwen and Kevin followed.

"Hey…how you doing," Ben greeted awkwardly.

"Contact with civilians?! Team Prime…has really gone off book this time." stated Fowler. "Wait! Don't tell me…you're running a day care center?"

Seeing as Bulkhead was blank for words, the super-powered trio tried to see if they could make a believable excuse.

"We're…uh…interns." Kevin implied.

"Student interns," Gwen added.

"Taking courses in auto…" Ben paused, trying to think up of a course.

"Robotics," Kevin finished, grinning sheepishly.

Fowler pinched the bridge of his nose as he sighed in vexation. The agent then strolled down the stairway and walked towards the trio.

"Okay…let's move. I'm taking all three of you into federal custody. It's for your own protection." The African-American man said.

Bulkhead brought up left foot and slammed it in front of Fowler, cutting off his path.

"We're protecting them." Bulkhead stated.

'_Not that we need protection,' _Ben inwardly noted.

"Is that so?" He then turned around and walked to a human telephone, positioned close to the metal stairway. "Then maybe you can explain that to _my_ superiors at the Pentagon."

As he started to dial in numbers, Bulkhead leaned forward hastily. "Don't use that phone! It's…" The wrecker then pressed his index digit into the machine, breaking it in the process. "Out of order,"

Fowler threw the phone, letting it hang down from its cable. "This isn't over, big foot! Not by a long shot!" yelled Fowler.

Agent Fowler proceeded back up the stairway and into the elevator. When the doors closed, Bulkhead looked down and groaned. He knew whatever was to happen in the near future…would not be good.

"Geez, what a buzz kill." Kevin remarked as they had watched Fowler leave.

…

Onboard the _Nemesis_, inside the bridge, Starscream listens to a transmission that Soundwave stumbled upon while scanning global communications.

"_Sir, Agent Fowler…I'm in route from the Autobot base. I'll brief you in person." _Fowler voice replayed through Soundwave's face.

"Autobot base, eh!" Starscream's face lit up upon hearing those two words. "Humans. Always the weak link," The silver seeker turned to face the Decepticon spymaster. "Fetch me this Fowler so that he may…brief us instead."

Suddenly, the multiple winged contraption on Soundwave's chest known as Laserbeak unhooked from his chassis and flew off down the corridor, emitting an electric whining noise.

…

Back at Autobot Outpost, once again the obnoxious beeping sounds of the alarms were blaring through the main ops center. Ben, Gwen, and Kevin were standing back in the human area (close to the railing near the groundbridge terminal), covering their ears from the loud sounds.

"My ears," Gwen complained.

"It's almost as bad as Echo Echo's sonic scream." added Kevin.

Ben looked at Kevin with a slightly bemused mien, and a raised brow. "Really? It's that bad?"

"Hey…I said 'almost'." Kevin clarified.

Bulkhead walked up to the terminal to uncover what the problem was.

"It's an SOS…from Fowler?!"

The green warrior glanced down at the keyboard, not really sure what to do. He pressed a couple buttons; thankfully they were the right ones as the message appeared on screen and the alarm deceased.

"Did you trace is?" Gwen inquired.

"Location scan was incomplete." The former Wrecker then shrugged his shoulders. "Oh well,"

"Oh well?" Ben asked incredulously. "Seriously?"

"Fowler's a jerk." retorted Bulkhead.

The jacket clad teen's eyes widen at Bulkhead's selfish statement. "Whoa! Whether you like the guy or not the Decepticons may have him."

"And Fowler knows your location." Gwen reasoned. Immediately, her eyes widened from a stunning realization. "Or should I say _our_ location."

"And did we not see how quickly Fowler backs down from a bot? The 'Cons will totally make him squeal." Kevin added.

"But we lost the transmission! Fowler could be anywhere." Bulkhead argued.

Gwen hummed in thought as she looked down at the floor for a moment. Suddenly, an idea popped up inside the auburn girl's head.

"Hmm…maybe not," Gwen continued. "I can use my powers to track Fowler's mana signature and get ahold on his location."

A shocked expression grew on Bulkhead's face as he stared at the Anodite girl. "You can do that?"

Kevin turned. "Yup. She's pretty much an expert on tracking peoples' mana. It makes finding bad guys a whole lot easy."

"Ditto," Ben agreed.

Gwen inhaled deeply before slowly exhaling in a relaxing matter. She closed her eyes as she concentrated on activating her powers. When she reopened her eyes, instead of being green, they were glowing pink. Gwen could feel the mana, the life energy, flowing around her.

She scanned through the various mana signatures across the vast region of Nevada, searching for one person particular. At least ten seconds passed by before Gwen's eyes returned to normal. The mana user turned to her friends with a smile.

"Got him,"

Later, Gwen supplied Bulkhead with the coordinates of Fowler's location. With the help of Kevin, he was able to enter it in the computer. Bulkhead simply doesn't understand computers, Cybertronian or human. He's better at breaking things.

The green titan pulled down the lever, causing the groundbridge tunnel to sparkle to life in a vortex of blue and green.

"Anything we can do to help? I mean, we could be back up." Ben offered.

"No, it's too risky." replied Bulkhead. "You guys wait here."

"Aw come on!" Kevin complained, clearly not happy of being sidelined.

Just before Bulkhead walked into the portal, he turned around to face the trio. "Uh…B-Ben you're in charge." He complied as he ran forward, disappearing into the greenish-blue light.

"You're not bossing me around." Gwen stated as the portal disappeared.

"Noted," Ben replied with a smirk. "So…I guess we three have the run of the place?"

Ben was expecting Kevin to make some remark or quip then, but was surprised to not hear him. He looked around the human area and quickly noticed that the messy haired teen was nowhere to be seen.

"Kevin?" Ben called out.

Gwen glanced around, also realizing that Kevin was gone. After seeing that he was nowhere in the command center, Gwen began to assume where the Osmosian had run off to. Just to be sure, she scanned the base for his mana signature, only to find that he was not here.

Ben glanced over at his cousin, hoping she had an answer. In response, the red haired girl looked at him with a knowing look. It didn't take long for him to realize where Kevin had disappeared to.

"No…he didn't?"

"He did," Gwen confirmed, as she narrowed her eyes in anger.

…

Out in the Nevada terrain, a sudden vortex of green and blue opened up at the bottom of a deep, wide canyon. Sprinting out of the portal was the buff, rotund form of Bulkhead. After jumping out of the portal, his metal feet slightly shook the sandy, rocky ground.

The groundbridge disappeared as he stepped forward. He turned his helm right to left, looking for any signs of an aircraft wreck or Fowler.

"Fowler?"

Suddenly, Bulkhead spotted something he had hoped he wouldn't see. Parked across the gorge was the _Nemesis_. Multiple Vehicon troopers were guarding the perimeter of the dark warship. He quickly took cover behind a massive boulder, hoping none of the guards had seen him or the groundbridge portal.

"Alright," A familiar voice whispered out.

Startled, Bulkhead turned to the left to see Kevin taking cover behind a boulder across from him.

"What's the plan, big guy?" He asked, a confident smile adorning his face.

"Kevin?!"

Before Bulkhead could say anything else, he then noticed a Vehicon appear out of nowhere and approach Kevin's position.

"Kevin, get down!"

Kevin stared at him confused before glancing up, only to see a slender, bipedal robot shift its lower right forearm into a blaster and aim it directly towards him.

"Not my best idea," Kevin admitted inaudibly.

Just as he heard the sounds of the weapon priming, Kevin leaped out from behind the boulder just as the energy discharge reduced it to pebbles. Quickly, the young Osmosian ran towards the ankle of the Vehicon and touched its armor.

Focusing on his abilities, Kevin's entire form was covered in strong, durable mauve armor in a rapid motion.

"HI-YAH!" Kevin used his powers to jump over twenty feet in the air and delivered a wicked haymaker in the face of the Vehicon. The force behind the blow sent the drone stumbling backwards.

Before Kevin could continue his attack though, Bulkhead ran into the action and tackled the Vehicon to the ground. The green warrior grabbed hold of his opponent's servos and pinned them to the ground. Seeing his opportunity, Kevin sprinted forward and morphed his right hand into sledge hammer.

"Hold him still!" barked Kevin.

The onyx haired brute came down hard with his hammer upon the Vehicon's head. The sounds of metal on metal echoed inside the canyon as the drone's head was promptly reduced to scrap. Bulkhead rolled off the dead Decepticon and got back to his feet.

He stared at Kevin, surprised by how strong he was and the fact that he could morph his arms into tools. "Not bad," He admitted, clearly impressed.

"Hope that convinced you that I'm not a helpless human," Kevin replied. "Me and the others can help you."

Bulkhead stared at the rocky ground for a moment, thinking it over. He didn't want to put their new human/alien friends in danger. However, they (or at least Kevin) proved that he could handle himself, even if it was just against a Vehicon trooper.

But what surprised the former Wrecker was by how quickly Kevin responded. It was obvious that Kevin has been in dangerous situations before and knew what to do. Weighing his options, Bulkhead came to a decision.

"Alright Kevin, you got me. You can come with."

Kevin grinned victoriously as he fist pumped. "Yes!"

"But…if you're gonna run with a Wrecker, you're going to fight like a Wrecker."

"So basically we smash anything that comes in our way?" implied Kevin.

Bulkhead smirked. "Pretty much,"

"That…I can definitely do," He grinned with a mischievous glint in his eyes.

"Alright…just give me a moment to contact Arcee and Bumblebee and we'll be on our way."

…

**Autobot Outpost Omega-1**

Ben is leaning back in a rolling chair (near the human computers) with his hands behind his head, and his feet propped up on the railing. He watches his fiery haired cousin pace back to forth, with obvious scorn, and her hands balled up into fists.

"I can't believe he would do something so reckless, so immature, so…so…" Gwen paused, too angry to think of another word.

"Really?" Ben said skeptically. "We are talking about Kevin, right?"

Gwen turned to face her cousin, placing her hands on her hips, and glaring at him with a serious expression.

"Ben this is serious! Kevin is out there and Bulkhead may not even know he followed him."

Ben stared at the auburn haired girl dubiously. "You're worried about Kevin? Puh-lease…I took down one of those Vehicons easily. And I just thrashed over eighty of them in the SAFE this morning. He'll be alright."

"I'm not saying Kevin can't handle himself, but there's bound to be a lot of those Vehicons out there. The odds are stacked against him and Bulkhead. We need to go out there and back them up." argued Gwen.

Ben stared in the other direction, mulling over Gwen's logic. She did have a point. There's bound to be a lot of Decepticons out there. It would be best to go out there and lend a hand…just to be on the safe side. Anyways, it would make their job in rescuing Fowler a lot easier.

"Okay, okay I can see your point." Ben conceded as he arose from his chair.

A victorious smile appeared on her face. Gwen proceeded to the computer monitor by Ben and started typing franticly.

"Hmm…their destination coordinates are still locked in." noted Gwen.

"Alright, let's get out there."

She typed in a few more commands. As a result, the lever on the groundbridge terminal went down as the colorful portal came to life. Gwen used her powers to manifest a mana stairway from their position on the platform to the groundbridge tunnel. The two cousins quickly sprinted down the pink panels.

When their feet finally touched concrete, they looked at each other and nodded before proceeding into the groundbridge. Unbeknownst to them, Arcee's voice sounded through the intercom from her com-link.

"_Base, we need a bridge." _

She received no reply.

"_Ben? Ben, listen up! We need you to bridge us back." _

Again, there was only silence.

"_Hello?"_

…

**Nevada desert**

Upon jumping out of the groundbridge, Ben and Gwen studied their surroundings. They appeared to be at the bottom of a deep, rocky gorge.

"Ugh…are your bones vibrating?" commented Ben as he held his head.

Before Gwen could reply, their attention was suddenly grabbed by the giant form of the Nemesis, parked inside the canyon. They stared at the ship for a moment and were quite impressed by the sheer size of the ship. But considering that it does house giant, transforming robots it would need to be large. Nevertheless, it was an awe-inspiring and terrifying sight to look at in total.

"Okay…I bet it's safe to say that the Fowler, Kevin, and Bulkhead are in there." Gwen said.

All of a sudden, the duo felt the ground shake repeatedly beneath them. Almost like footsteps. They turned around, only to be greeted by the sounds of weapons priming as two Vehicons aimed their blasters straight at them.

With quick reflexes, Gwen manifested a rectangular mana shield in front of her and Ben just as the two troopers fired their blasters. The Energon discharges bounced off the pink shield. However, the pink panel was beginning to crack and Gwen was starting to struggle to keep it up.

Ben tapped the Omnitrix faceplate, and scrolled through his transformation library. He then spotted the head icon of one of his veteran forms, one that can deal with machines like these Vehicons. With a grin on his face, Ben selected the icon, allowing the core to pop out, before slammed it back down.

A blinding emerald light enveloped his body, causing the Decepticon troopers to stop firing, having to turn away from the bright green light.

"**Upgrade," **A metallic voice shouted out as the light disappeared.

Standing in Ben's place was a black and green humanoid looking being standing at six feet tall. The front of its arms, its neck and head, and back were all black and covered in green circuitry while the rest of it (mainly its front body) was white. It had no face or mouth, just a single green circle. A circular disk with a green hourglass symbol was present on its chest.

The two drones glanced at each other for a moment before returning their attention back to black/green being and red haired human female. Upgrade grabbed ahold of the top of the mana shield and used it to slingshot himself forward. He landed in front of the twenty foot tall Vehicons and got in a fighting stance.

"Alright…who wants to go first?" The Galvanic Mecamorph taunted as he balled his fists.

In response, they both brought up their blasters once more and aimed them directly at Upgrade. In swift motion, Upgrade leapt forward at the nearest Decepticon drone to the right. Before the Vehicon could counter-attack, Upgrade's body became more blob like as he splattered against its chassis.

The black and green goo spread all over the Vehicon while also seeping into every open seam and getting inside its structure. The second Vehicon watched in confusion as its comrade was suddenly covered in what looked like black tar, but with emerald circuit patterns over it.

The face visor flickered from red to green, back-to-forth before it finally remained at a strong, vibrant green. Now, the Vehicon was mostly onyx while the seams, joints, and visor glowed green. The Omnitrix dial was present on the Vehicons upper left arm.

Upgrade/Vehicon turned around and glared at the other Vehicons shortly. Unexpectedly, Upgrade/Vehicon shifted his right blaster back into a servo before deploying his left blaster. However, this one appeared bigger; more cannon shaped, and more high-tech. He aimed it straight to the other 'Con's spark chamber and fired.

The drone collapsed to the ground dead as the powerful blast of emerald shot straight through its chassis. Upgrade/Vehicon then looked back to Gwen, who was staring at him slightly awed.

"You can actually bind with Cybertronians as Upgrade?" asked Gwen.

"Yeah…but this is only a drone. I'm not sure if I could merge with a _real_ Cybertronian." Upgrade/Vehicon replied in a metallic voice.

The duo then turned back to look at the _Nemesis_, still hovering stationary across the canyon. Only three more things to do now: storm the Decepticon warship, find and rescue Fowler (while also looking for Bulkhead and Kevin), and getting the heck out of there.

"Let's do this," Ben said determinedly.

Concentrating on his abilities, the parts of Upgrade/Vehicon's body shrunk down and shift. In a second time, he had transformed his body into a black sports-car with green highlights. It looked similar to the same Vehicon alt mode, only it looked more aerodynamic, smooth, and high-tech.

Ben opened the driver's side door, allowing Gwen to get in. Upon getting in she fastened her seatbelt as she marveled at the interior of the car. Just like the outside, the interior was mostly black with a green trim. A computer screen was positioned at the front with other high-tech gadgets.

"Nice Ben,"

"Yup. Nothing like a little 'Upgrade' to make things better." Upgrade/Vehicon commented through the console.

Without warning, Ben shifted into gear and accelerated forward. Gwen held onto her seat as Upgrade/Vehicon increased his speed to over eighty miles per hour and climbing. The auburn haired girl quickly spotted the other Vehicon drones in front of them, guarding the perimeter.

They were four in total at the moment as they immediately spotted the duo and formed a line of defense in front of the _Nemesis_. They deployed their blasters and took aim.

"Ben," A wary Gwen warned.

"I see them."

All of a sudden, a couple of panels at the front of the hood shifted backwards as two, high-tech Energon torrents sprung out. Before their adversaries could attack, Upgrade/Vehicon unleashed a barrage of emerald energy blasts upon the four Vehicons.

The powerful discharges created large, gaping holes through their spark chambers, immediately off-lining them. Upgrade/Vehicon and Gwen speedily passed by the dead drones as they drew closer towards the _Nemesis_. Gwen observed closer and could see no visible hatchway at the bottom of the ship. She figured they may have to somehow get to the top of the ship until she had a sudden idea.

"Hey Ben, you have access to the Vehicon's processor, right?"

"Yeah, why?" Upgrade/Vehicon queried.

"Do you think you can access the location of any hatchways on the ship?"

Ben paused for a moment as he scanned through the drone's processor, while keeping a steady course. He discovered that there was indeed a hatchway at the bottom of the ship, and he also had access to a code that could allow him to open it.

"I sure do. Good thinking, Gwen." He appraised.

A few more Vehicons appeared in front of them, attending to destroy them. However, Upgrade/Vehicon used his hood torrents to easily off-line the remaining troopers outside. As they drove up under the ship, Ben stopped as they were in the right position, according to the files on the Vehicon.

He opened up the door, allowing Gwen to exit from inside his cabin. When she was, Upgrade/Vehicon transformed back into bipedal, robot mode.

"Hope this works," said Ben.

Ben submitted an access code to the ship, but nothing happened for a moment. Suddenly, metal electric whining noises could be heard as a long, hollow yellow tube extended from the bottom of the war-vessel. When the tube finally touched the ground, a pair of sliding doors opened up. After they stepped in, the doors closed as the elevator went back up, back inside the _Nemesis_.

When the elevator stopped, the sliding doors opened once more, allowing them to step into some dark, dim lit room. Upgrade/Vehicon paused for a moment as he studied the map of the _Nemesis_ via the Vehicon's processor. He scrolled past the lists of multiple rooms until he discovered one particular room: the brig.

He examined the map for a second and immediately knew how to get there.

"I found the location of the brig. It's a safe bet that Fowler is in there. Hopefully, we'll come across Bulkhead and Kevin along the way." Upgrade/Vehicon notified.

Gwen nodded in understanding. She then closed her eyes as she concentrated on the mana around her. After a couple seconds, she could definitely sense Fowler's mana onboard the ship.

"Well he's here on the ship. I'll let you know when we're getting closer to his position." Gwen replied.

Ben nodded.

Again, Ben shifted back into his sports-car mode. After Gwen jumped in, he closed the door and zoomed out of the room and into the long corridors; blasting any opposition in his way.

…

**Elsewhere in the **_**Nemesis**_

Kevin leaped into the air and delivered a roundhouse kick into a Vehicon. The forceful kick sent the drone stumbling backwards into its comrade. It served enough of a distraction for Bulkhead to run forward and slam his mace into both of their visors. A sickening sound of metal clanking could be heard as their helms were crushed.

After taking care of those two Vehicons, Bulkhead and Kevin proceeded down the hallway. Kevin's body was covered in green metal that he had absorbed from Bulkhead's armor. He figured since Bulkhead's armor was stronger that the Vehicons, it would be a better choice to go with.

As they continued running down the passageway, four more purple/black drones appeared from an intersection up ahead. They deployed their blasters and took aim on the green Autobot and Osmosian teen, causing them to stop in their tracks.

"Halt!" One of the drones shouted.

"Bulk, throw me!"

Bulkhead looked at him unsurely. Seeing the hesitation on the Autobot's face, Kevin gave him a confident smirk.

"Trust me,"

Despite his uncertainty, Bulkhead picked up Kevin and threw him towards the four Vehicons. In mid-air, he morphed his hands into big fists with long spikes on his knuckles. They took aim and fired upon the incoming Kevin, but their blasts barely scratched his armor.

Once he was within range, Kevin reared back and punched the nearest Vehicon's head clean off. Energon spewed out from its shoulders as it fell to the floor with a thud. When his feet hit the ground again, he turned to his right to see the barrels of two blasters being pointed at him.

As the weapons primed up, Kevin quickly shifted his right forearm into long, sharp katana blade. He leapt into the air again and sliced the arm of one of the Vehicons. He then used its chassis as a springboard and jumped to the second one. Rearing back his blade, he stabbed it straight through the spark chamber, before the drone could even perceive what happened.

"Man, I love this armor!" Kevin exclaimed happily.

As the drone collapsed dead, he heard the sounds of Bulkhead's mace connecting with the other two robots behind him. In seconds' time, they had easily taken out four Vehicons, and before that they dismantled at least ten. However, they are still a lot more roaming the ship and they still need to find Agent Fowler.

Hopefully when Arcee and Bumblebee get here it'll be smoother, at least…that's what Bulkhead hoped for. Bulkhead and Kevin continued running down the corridor, the former making sure to keep his pace similar to the latter.

"Those Vehicons aren't much for fighting, are they?" said Kevin.

Bulkhead turned and replied, "They're more expendable then dependable."

All of a sudden, at another intersection up ahead, they could hear the sounds of multiple blaster fire coming down a hall perpendicular to theirs. Bulkhead and Kevin got close to the wall as they approached the crossway cautiously. Bulkhead shifted his right servo into an Energon cannon as Kevin morphed his into a spiked mace.

As they peaked their helms around the corner, they saw an unexpected sight. Lying on the ground were at least seven Vehicons, each with gaping holes in their spark chambers. Smoke billowed off their forms as puddles of Energon leaked from their corpses. But the next thing was what really made their brows furrowed.

Standing above the dead Vehicons was another Vehicon! However, this one looked different than the others. This one was colored primarily black and had unusual emerald circuit patterns around its body; the seams, joint areas, and visor were a vibrant green as well. It had its right blaster deployed, although his weapon looked far superior and high-tech than the average Vehicons.

As Kevin observed the automaton longer, he noticed something that immediately caught his eye. Positioned on the Vehicon's upper left arm was a dial with a familiar green hourglass symbol.

"Ben?" Kevin asked.

Bulkhead, who didn't hear Kevin's comment, stepped out from behind the corner with his cannon aimed straight at the black and green Vehicon. Seeing Bulkhead aim his blaster at him, Upgrade/Vehicon threw up his servos in a placating motion.

"Friendly, friendly!"

Although it had a metallic undertone to it, Bulkhead did recognize that voice. His cerulean optics went wide from this unexpected surprise.

"Ben?! That you?!" inquired a stunned Bulkhead.

"Yeah, it's him." A feminine voice answered.

Bulkhead and Kevin looked towards the ground to see Gwen in her tight jeans, red shirt, black vest and her hair tied in ponytail stepping out from behind a dead Vehicon. Bulkhead lowered his blaster and shifted it back into a servo.

"Gwen?! What are you and Ben doing here?" Kevin asked, he then returned his attention towards Upgrade/Vehicon. He looked on in bewilderment. "And…what's Ben supposed to be? Is that his Autobot form or something?"

Gwen exasperated. "No, Ben went Upgrade and merged with a Vehicon."

"Upgrade?" Bulkhead raised an optic brow.

"Upgrade is basically a techno-organic being that can bind with machines and make them better." Upgrade/Vehicon explained.

"Not a bad strategy," Kevin then turned to Gwen. "But still…why are you and Ben here?"

Upgrade/Vehicon and Gwen stepped closer, the latter giving her boyfriend a scornful glare.

"What are _we_ doing here? What are _you_ doing here, Kevin?" demanded Kevin.

The green armored teen gulped at the sight of his angry girlfriend. He stuttered for a moment as he tried to find his words. "I…I….uh…was tired of being forced to stay back at base while the 'Bots hog all the action. So…I…"

"You made a break for it when none of us were looking and followed Bulkhead through the groundbridge." Ben finished.

"R-right…what he said." Kevin smiled sheepishly.

Gwen crossed her arms over her chest as she continued to give him an angry glare. "Kevin Ethan Levin you and I are going to have a serious talk when we get back to base."

"Ethan? Your name is Kevin E. Levin?" Bulkhead smiled, on the verge of laughing.

"Yeah, I had that same reaction when I found out." Ben chuckled.

"Will you stop telling people that!" Kevin said to Gwen.

With the greetings behind them, Ben returned back to being serious. "Alright, you two can argue and make up later. Right now, our main priority is finding Fowler and getting the heck out of here."

"Problem is…how are we gonna find Fowler in this maze?" asked Kevin.

"Got it covered. I can sense his mana, he's in the brig." answered Gwen.

"Which way?" Bulkhead inquired.

"I know the way. Follow me," said Upgrade/Vehicon.

Ben got at the front of the group with Bulkhead, Gwen, and Kevin tailing him. He led the down multiple passageways and around countless intersections. Along the way, they took out at least twenty Decepticon troopers. They didn't have time to attack as an onslaught of punches from Bulkhead and Kevin, mana attacks from Gwen, and Energon fire from Ben quickly reduced them to scrap metal.

As they continued down the corridor, Gwen immediately stopped as her powers picked up on something.

"Hold on guys!" She yelled.

Bulkhead, Kevin, and Upgrade/Vehicon deceased running and stared at her confused. Why did she stop? Kevin and Ben got their answer as her eyes illuminated vibrant pink.

"I'm picking up two spark signatures around the bend up there." replied Gwen, pointing to crossway ahead of them. Gwen wasn't quite sure who's they were though, she hasn't had any experience in tracking and identifying Cybertronian sparks.

Bulkhead nodded as he deployed his cannon blaster. He got closer to the wall as he inched his way to the corner, his blaster up and ready while doing so. When he reached the intersection, Bulkhead hastily peaked around the corner with his gun up and primed to fire. Upon turning the corner, he found the barrel of another Energon blaster aimed at him, but from a lower angle. The weapons itself was attached to a slim, blue femme.

"Friendly," Arcee cried out.

"Hello,"

Arcee let out a sigh as she and Bumblebee stepped out from behind the corner and into the crossway. She then noticed Gwen and Kevin standing behind Bulkhead. But what really grabbed her optics was a black and green Vehicon that appeared more advanced than the others. The femme was about to draw out her blasters again, until she noticed the Omnitrix symbol on its left arm.

"Ben, is that you?" Arcee asked.

"Yeah, it's me." replied Ben in a metallic voice. "I transformed into Upgrade and merged with one of the troopers. Before you ask, Upgrade is able to bind with machines and make them more advanced."

Arcee nodded in understanding, before refocusing on the task at hand.

"We need to find Fowler and retreat back to base before the 'Cons can counter-attack." advised Arcee.

"We already know where he is. He's in the brig." Upgrade/Vehicon replied.

…

**The Brig**

The brig is a large room by human standards. To Cybertronian standards, it is an average sized room. The only light source was a blue light shining down in the center of the room. Below the light is a middle aged, African-American man wearing a blue suit and pants, white dress shirt, and a tie. Both of his arms are chained as he is suspended about fifteen feet off the ground. Dark marks can be seen on his pants, shirt and face.

Special Agent William Fowler was on the borderline of unconsciousness. The Energon prod from Starscream's torture secession had really taken a number on him. His body was weak and numbed while he struggled to keep just his eyes open.

"My dear Agent Fowler," said Starscream, as he stepped out of the darkness with a smug grin adorning his face. "You do realize that the Autobots have abandoned you."

Fowler slightly brought up his head, but was still in a daze. Starscream chuckled, taking pleasure in this human's pain.

"I am the only one you can rely upon now. So tell me what I want to know…or." Starscream brought up his prod. Purple sparks formed in-between the fork for emphasis. The seeker turned the torture device closer to Fowler's torso.

"P-please…no more…" Fowler muttered weakly, trying to avoid the prod. "Top secret…government base,"

Starscream grinned sadistically, seeing that he was now coming closer to his goal. "Go on,"

Suddenly, the faint sounds of blaster fire could be heard coming from the hall. Starscream and the two Vehicons turned to the door confusingly. After a short moment, the arrogant SIC of the Decepticons brushed it off as he returned his gaze to Fowler.

"Yes?"

"In the old steel mill…or was it under that…carnival funhouse?" Fowler smirked.

Starscream growled as he stabbed the Energon prod into the agent's gut. Fowler's body jerked rapidly as electricity flowed into his nervous system. Starscream kept it there longer than needed to before pulling it away, leaving an unconscious Fowler to hang from the chains.

Starscream vented angrily as he turned around. "Someone find out what is going on out there!"

The two Vehicons by the door speedily ran out of the room and into the corridor.

…

Just as they were making their way down the hallway, out of nowhere, a squadron of ten Vehicon appeared from the hallway in front of them. The squadron formed a line of defense as they brought up their blasters, aiming at the multi-raced team.

"Scrap," Arcee cursed.

Without warning, the drones fired a fusillade of crimson energy blasts at the six intruders. But Upgrade/Vehicon's now superior processor allowed him to spot a single stray Energon blast heading for Arcee. In turn, Ben quickly ran towards the femme and pushed her to the side, receiving the full blunt of the blast in his mid-section.

Ben cried in pain as the energy projectile sent him flying past Bulkhead, Gwen, and Kevin and into a wall with an audible thud. Upgrade/Vehicon leaned up against the wall, Energon spilling out from his torso, and smoke billowing off his form. Finally, his green visor flickered before it finally went dark, whilst his body became limp.

"Ben!" The five cried in unison.

Seeing his body go dark caused something to snap inside the blue femme. Arcee glared at the Vehicons, gritting her teeth. She then let out a battle cry as she deployed her blades and charged at the nearest Vehicon with a newfound rage. Bulkhead and Bumblebee followed as they deployed their Energon blasters and began firing upon the troopers.

Meanwhile, as Bulkhead, Arcee and Bumblebee attacked the Decepticon squadron, Kevin and Gwen rushed over to Upgrade/Vehicon's motionless form.

"Ben! Talk to me! Ben?!" Gwen panicked, fear evident on her and Kevin's expressions.

A moment later, black and green goo started seeping out of the Vehicon body and onto the floor. Kevin and Gwen watched as the last of the onyx and emerald blob leaked out from the dead Decepticon's body, and began to reform into a humanoid shape. A couple seconds later, Upgrade stands before the duo completely unharmed. He taps the Omnitrix dial, in a flash of green light, Ben returns to normal.

The brunette grabbed his stomach and slightly groaned. "That hurt," He noted.

"You okay?" asked a concerned Gwen.

Ben nodded. "I'll be alright,"

"Good. Then let's get back to the mission." Kevin responded.

Kevin morphed his hands into giant, spiked fists as Gwen lite up her palms with mana. Ben pulled up his sleeve to see the Omnitrix was still in the green. One of the things he liked about the new watch was that it could keep him in alien form for up to forty-five minutes.

Another bonus was that if he used up his forty-five minutes, it only required a few minutes to recharge. If he transformed back to human before his forty-five minutes was up, it only needed thirty seconds to fully recharge. It was just one of the many things why Ben was grateful to Azmuth for giving him this new Omnitrix.

He tapped the black faceplate and began to hastily search through his transformation playlist. After finding the one he wanted, he pressed the head icon on the holo-ring. As a result, the faceplate slid back, allowing the core to pop out. Ben reflexively slammed down the dial, causing another flash of emerald to light up the dark hallways.

"**Cannonbolt," **A guttural voice exclaimed.

Standing in Ben's place was a hulking, broad-shouldered being with natural yellow rounded armor on the back of his arms, shoulders, back, and the side of his legs. The skin in-between the plates are black while the rest of his body (mainly the front) was white. A single black line stretches from his black head and stops between his green eyes.

Cannonbolt stared at the battle and could see the Autobots had already killed six of the original ten Vehicons. But he could see five reinforcements rounding the corner.

"Let's roll," quipped Cannonbolt as he rolled up into a yellow sphere with black trim.

He rolled in place for a second, gathering speed and momentum, when he got enough, the Arburian Pelarota shot forward like a cannonball. Before the five drones could take aim on the team of Autobots and human/alien hybrids, they spotted a large yellow sphere coming straight for them.

They had no time to react as Cannonbolt hit the Vehicon in the center and rammed him into a wall with a loud thud. In the process, the metal wall was dented as the Vehicon in-between was crushed, Energon pooling out of the open wounds.

The four Vehicons trained their blasters on the yellow ball and started firing. Even the combined blaster fire of the drones had no effect on Cannonbolt's hard exo-shell. Ben rolled forward and jumped into the air, slamming into them.

Arcee used her forearm blades to promptly slice off the heads of any Vehicon she encountered. She showed the limited drones no mercy at all. Bulkhead and Bumblebee simply aimed at their spark chambers and fired, off-lining them as a result.

Gwen discharged a folly of pink mana attack upon the Vehicons, surprisingly; the mana did sear their armor. However, it wasn't causing the kind of damage she was hoping for. But it did distract them long enough for Kevin to jump out and smash them with his spiked fists. After punching the helms clean off of one, he used their chest as a springboard and leaped onto the shoulders of another.

Kevin balled up his fists as he brought them down hard on the Decepticon's head. It collapsed to the floor as its head was quickly crushed by the strong force. In three minutes time, the group had managed to slaughter over fifteen Vehicons.

They gathered up at the intersection, the 'Bots shifting their weapons back inside their bodies, while Cannonbolt unrolled from his sphere form. Arcee glanced at Ben and was relieved to see he was okay.

"Ben, you alright?" She asked.

"Arcee…are you concerned?" Cannonbolt grinned.

The femme looked away sheepishly and embarrassed. "N-No! It's just…I wouldn't want Optimus to find out that you got hurt or killed on my watch."

Ben continued smiling, he could see right past her lie. The proof was there on her face. "Sure…keep telling yourself that."

"Hate to spoil the moment, but we really need to get going before they send more reinforcements." Kevin advised.

"Agreed," Arcee said.

"I remember the way. We go down this corridor, take a right at the third hallway, go down that one and make left at the second corridor, and the brig should be the room at the end of the hallway on the right." Cannonbolt explained.

The team nodded in response. They continued down the dark passageways, following Ben's directions. Almost surprisingly, they encountered no Vehicons on the way. But to Team 10's confusion, Arcee stopped mid-way.

She gave Bumblebee a hand signal as she approached a random door. With 'Bee and Arcee on both sides of the frame, they allowed the doors to slide open. Immediately the two Autobots charged in and open fired on the Vehicons inside.

In short time, Arcee and Bumblebee killed the few Decepticons in the room. Bulkhead, Cannonbolt, Gwen and Kevin followed them inside, all confused as to why they were stopping here.

Arcee turned to the super-powered trio. "Wait here,"

They looked at her blankly, especially Ben and Kevin.

"**Why are we leaving them here? They can help us!" **Bumblebee whirred.

"They're slowing us down and we can't risk them getting hurt. Besides, we three can rescue Fowler." Arcee replied, referring to her, Bee, and Bulk.

"But you might need back-up! Let us come with!" argued Cannonbolt.

"No! Now stay put! We'll come back for you after we've rescue Fowler." Arcee ordered, deploying her right blaster.

Taking the lead, Arcee led Bumblebee and Bulkhead out of the room and down the corridor. The sliding doors closed shut as they left, leaving the trio to stare at the door before they looked at each other.

"I can't believe they left us!" Kevin yelled, clearly not happy of being sidelined again. "Didn't we just prove to them that we can help them?!"

"Apparently not," Cannonbolt retorted sourly. He too was not happy about being left behind when he and his friends surely could've helped.

Gwen, in response, pinched the bridge of her nose and exhaled a frustrated sigh. "Will you two let it go? They don't want us to get hurt, what's wrong with that?"

"I appreciate they don't want us to get harmed, Gwen. But we're not helpless; we've been fighting alien, robots, and other things for a long time. It's gonna take more than those crappy made Vehicons to hurt me." Kevin replied.

"We haven't been fighting them as long as they have, Kevin. We're up against an enemy we don't yet understand." She reasoned.

As the couple argued, Cannonbolt stepped away from them and examined the room. There were monitors and computer terminals on every wall, meaning that this was some sort of technical room. As he observed his surroundings, a huge monitor to his left caught his attention.

Cannonbolt stepped closer to get a better look at the giant, purple-reddish screen. There appeared to be some sort of diagrams and an unknown writing depicted on the monitor. He lifted up his right hand and once again, slapped the Omnitrix dial. In a familiar flash of emerald, Cannonbolt transformed back to Ben.

"Hey guys, come check this out!" shouted Ben.

Gwen and Kevin deceased their prattling as they approached him. Ben pointed to the monitor that depicted diagrams and series of unknown scribbling.

"Any ideas what that is?" The green jacket clad hero asked.

Kevin took a step closer as he analyzed the equation, rubbing his chin in thought. After a moment of studying it, he realized that this writing was indeed significant.

"I'm not sure…but it's important. Real important," Kevin replied

Ben looked at him disbelievingly. "How can you tell?"

"Kevin's, right." added Gwen. "I know math when I see it…and that is one serious equation."

"We need to get this to Optimus." Kevin implied.

"Good idea, but how? This is alien tech. It's not like we can plug in a flash drive and download it." Ben mentioned.

Gwen held her chin in contemplation, trying to figure out a solution. Suddenly, her powers activated as her eyes illuminated pink. Curious as to why her powers came on, she traced for the disturbance. She detected over five spark signatures drawing closer to their room. But Gwen knew that they weren't Autobot sparks, theirs felt warmer…these sparks were cold.

"Guys, we've got company coming." Gwen warned.

Right on cue, the doors slid open as five Vehicons stepped into the room. Upon entering, they stopped as soon as they noticed a few dead troopers scattered across the room. They looked from right-to-left and paused when they spotted Ben, Gwen, and Kevin.

"Intruders! Destroy them!" A Vehicon shouted.

All five deployed their blasters, trained them on the trio, and released a barrage of crimson energy blasts. Gwen hastily summoned a rectangular mana shield to protect them. As the onslaught continued, a few cracks began to form and spread on her shield.

"Guys," Gwen said fearfully.

"On it," Kevin said.

Still covered in Bulkhead's armor, the Osmosian teen leaped on top of the mana shield and used it as springboard to fire off at Vehicons. In mid-air, Kevin morphed his hands into spiked maces and slammed it into the chassis of the nearest drone, denting its armor in the process.

Meanwhile, Ben quickly activated the Omnitrix. Not bothering to scroll, he selected the first head icon in the box. When the core popped out he slapped it back down. Another emerald light engulfed the room.

"**Swampfire," **A stuffy, nasally voice called out.

In the wake of the green light, was a seven foot tall being that looked like a humanoid plant. Its body was overall green and black along the shoulders and the side of his chest. It has flame-patterned head, red pedals on its shoulders, and root-like feet that seemingly held rocks.

Swampfire examined himself for a short second. "Hmm…I was hoping for Lodestar but I can work with this."

The Methanosian sprang into action as he ran around Gwen's shield. The three Vehicons that weren't being attack by Kevin focused their attention on the humanoid plant. However, they soon learned that their blasts had no ill-effect on Swampfire. Any injury inflicted immediately healed over.

Ignoring the blasts passing right through him, Ben got within firing range and discharged two streams of methane fire at the three drones. They stumbled back from the flames. Swampfire ran forward, jumped into the air, and then delivered a powerful right hook into the visor of the nearest Vehicon.

The Decepticon went flying backwards and crashed into the wall. A dent was noticeable on its helm and there were multiple cracks on its visor. It looked up to see Swampfire standing on its chest, with his palms expelling fire. Swampfire was about to punch the robot's head clean off, until he heard the sounds of blasters priming behind him.

Gwen, meanwhile, let down her shield as she charged her hands with mana. She spotted two Vehicons closing in around Ben position. The Anodite teen discharged a small fusillade of mana at the two drones. The searing pain in their armor prompted them to turn their gaze on Gwen.

It distracted them long enough for Kevin to jump out of nowhere and slam a hammer into one of their heads. Before the last remaining Vehicon could counter-attack, it was blown backwards from a stream of fire. The purple/black robot staggered for a bit before it regained its bearings.

Nevertheless, any hope of attacking was destroyed as Swampfire amazingly leaped over twenty feet in the air, all the way towards the Vehicon's position. Rearing back his right fist, Swampfire easily punched the drone's head off of its shoulders, letting it fall to the floor with a thud.

Swampfire, Kevin, and Gwen gathered back up in the center of the room. Kevin and Gwen were trying to catch their breath, unlike Ben whose stamina was much higher as Swampfire.

"And she thought we'd be safe here?!" Kevin whined.

"Let it go, Kev. Besides, we handled ourselves all right." Swampfire replied.

"So far," They both turned to face Gwen; her eyes were glowing pink again as she focused on her abilities. "We've got at least ten Vehicons coming fast."

"How long?" asked Ben.

Without warning, the doors slide open again as ten Vehicons stormed into the room. They quickly formed a tight circle around the trio as they aimed their blasters at them. Team 10 formed a triangle, with their backs facing each other.

"Uh…never mind," Swampfire said.

Hearing the sounds of their guns priming, Swampfire and Kevin balled their fists as Gwen's hands charged up with pink, glowing mana. Ben narrowed his green eyes in irritation and disdain at the amethyst colored robots.

"Let's trash 'em," snarled Ben.

"Okay by me," Kevin grinned.

Immediately, the Osmosian sprinted forward and sent a roundhouse kick into the nearest 'Con. The rest fired their blasters; however, Gwen formed a cylinder shaped shield around her and Ben. Swampfire surveyed their current predicament further.

He realized that they were now in hot water with this blaster firing coming from every direction. Swampfire wasn't too worried, since he could instantly heal, but Gwen and Kevin were another matter. Seeing as how his cousin was beginning to struggle to keep the shield up, Swampfire decided to take action.

Still, to take down these nine Vehicons (not counting the one Kevin is engaged with) Ben realized he was going to need something with a little more power.

"Time to go Ultimate!" Ben shouted as he slapped the Omnitrix dial again.

Four prongs popped out from the disk, another green flash filled the room as an evolutionary surge coursed through Ben's body.

"**Ultimate Swampfire," **Ben bellowed in the same nasally voice.

Standing there was an eight foot tall being that looked like a humanoid tree. Its body was composed of dark brown, petrified wood looking skin. It's back looked hunched over as it contained three blue, gooey shells. Its face was a darker blue, appeared to be flame shaped, and positioned inside another blue shell at the front. Three blue pods were situated on top of both of its arms.

Ultimate Swampfire used his powerful legs to jump clean over Gwen's shield. As soon as his rock-like feet touched the floor, he brought up his hands and discharged a powerful burst of azure fire. The powerful blast sent four of the Vehicons in its path flying backwards. They collided with the wall on the opposite side of the room hard. Blue smoke wafted off their melted forms as they were quickly off-lined.

"Now we're talking!" Ultimate Swampfire commented.

…

**The Brig**

Starscream and a single Vehicon looked at the door, still hearing the sounds of blaster fire. However, they were drawing nearer from each passing moment. The seeker then turned his gaze to the knocked out form of Agent Fowler.

"Wake up you pathetic lump of flesh!" Starscream barked, gritting his teeth in anger.

A painful groan emanated from Fowler's throat as he slowly opened his eyes. "Ugh…grandma…is it cookie time?" He muttered before falling back to sleep.

Starscream narrowed his eyes and snarled in response to the human's incoherent babbling.

Suddenly, there was a knock at the door. The sliding panels opened up, showing a Vehicon standing there still.

"Well?!" demanded Starscream.

Unexpectedly, the Vehicon fell over dead, revealing the hulky, green form of Bulkhead with his blasters drawn. In quick motion, Bulkhead fired at the other Vehicon's chest, causing it to fall over dead. Bumblebee stepped out from behind the corner and, along with Bulkhead, trained their weapons on Starscream.

In response, Starscream swiftly deployed his right Energon cannon and pointed it straight towards Fowler.

"Not so fast!" The seeker grinned, knowing he had the upper hand.

Without warning, 'Scream felt something tap against his helm. With his blaster still trained on Fowler, he looked up to see Arcee above him in the tube that supplied light to the room, her gun directed straight at his face.

"I wouldn't," She warned.

"Oh but I might." Starscream smirked deviously.

An ominous silence filled the room. Each side has their weapons aimed directly at their target, neither faction ready to back down. The Autobots shot Starscream deadly glares whilst 'Screamer simply smiled sadistically. A few moments passed, before the seeker decided to break muteness.

"Now, Agent Fowler and I will take our leave." implied Starscream.

"Eh…dooma say…yeah…" Fowler spluttered.

Fowler's garbled words had provided a perfect distraction for Starscream. The Autobots immediately took their opportunity and fired upon the seeker, making sure to aim well away from Fowler.

The silver seeker yelped as he dodged Bulkhead and Bumblebee's blaster fire. He then skidded to the side as Arcee fired down from above. Seeing no other option, Starscream transformed into his jet mode and rocketed out of the room.

"Whoa!" Bulkhead yelled as the silver and red jet soared down the hallway, and eventually went out of sight as it rounded a corner.

…

There were now six remaining Vehicons attacking Ben, Gwen, and Kevin. Gwen and Kevin handled two whilst the other four surrounded Ultimate Swampfire in a tight circle formation, with their blasters primed and ready. Despite their limited intelligence, the drones had been a little cautious around the hyper-evolved Methanosian.

The previous form was powerful, but this enhanced form, this Ultimate Swampfire, appeared to be magnitudes stronger and much powerful than the original. Nevertheless, the Vehicons didn't back down.

"You're outnumbered, freak!" A trooper smugly stated.

Ultimate Swampfire glared at the Decepticon drones. "So what? I'm always outnumbered. That doesn't stop me."

To prove his point, U. Swampfire bent his knees and jumped high into the air. In mid-air, Ben began to corkscrew his body rapidly. The 'Cons fired at him, but their weapons have no effect as U. Swampfire's body quickly regenerates. As he spins, he held out his palms and shot out countless rounds of bluish-purple golf ball size spheres at the Vehicons. Some of the small pods stick to their armor while the rest fell to the ground beneath their feet.

As Ultimate Swampfire came back down, he lit up his right hand with bright indigo fire. The instant his feet hit the floor; he slammed his flamed fist into the metal surface. As a result, the many small spheres ignited in a bluish-purple conflagration. The Decepticon troopers were thrown back in different directions by the powerful blaze, quickly off-lined in the process from the extremely hot fire.

"Besides, I'll take quality over quantity any day." remarked Ultimate Swampfire.

The hyper-evolved Methanosian looked back at Gwen and Kevin. He saw Kevin morph his right arm into a lethal katana blade, jump up, and pierce a Vehicon's spark chamber. Just as the Osmosian killed the Decepticon, Gwen discharged a powerful blast of mana straight at the last trooper's helm, blowing it off its shoulders.

After the last Decepticon went down, Ultimate Swampfire, Gwen, and Kevin gathered at the center of the room once more. Kevin's green armor had scratches in various places, but still remained strong. Gwen was panting slightly, but was ready to go if there was another attack.

"We need to leave. We're more in danger here if they called for reinforcements then we would be out there." stated Kevin.

Ultimate Swampfire nodded in approval. "Good call. But first," He glanced over at the alien depiction still on the screen. "We need to somehow get that back to base."

Gwen held her chin as she tried to think of something. After a couple seconds, an idea hit her like a freight train.

"I'll take a picture with my phone." Gwen replied. She reached into her pocket to pull out her pink cellphone. She zoomed in on the monitor, making sure to get the entire screen clearly before snapping a photo. "Got it!"

"Then let's go!" U. Swampfire said.

The trio rushed out of the room into the corridor and turned right. However, fate was not being kind for the alien team. Rounding the corner of a crossway up ahead came three Vehicons with their blasters drawn.

Ultimate Swampfire growled deeply as he narrowed his eyes at the purple/black automatons. "That's it! I've had enough of you guys!"

The hyper-evolved Methanosian reached behind, pulled off a blob of blue goo from his back, and tossed it at the feet of the Vehicons. The idiotic drones glanced down at the glob curiously. All of a sudden, the azure glob became brighter and hotter before it finally ignited in a bluish-purple inferno. As a result, the three smoldering Vehicons were sent backwards. Parts of their armor were blasted away and partially melted in places. Energon continuously leaked out of their bodies as they succumbed to death.

Kevin let out a low whistle. "Dang Tennyson…remind me to never make you mad."

"I'll keep that in mind." Ultimate Swampfire replied.

The sounds of vehicle engines grabbed Team 10's attention. They looked behind them to see a green SUV, a yellow and black muscle car, and a blue and pink motorcycle heading towards them. When they reached them, Kevin hoped in Bulkhead, Gwen went inside Bumblebee, and Arcee pulled up next to U. Swampfire.

"I told you to stay put!" Arcee yelled.

He slapped the Omnitrix dial, in a flash of green, Ultimate Swampfire reverted back to Swampfire before turning back to Ben. The emerald eyed teen quickly mounted Arcee.

"I never was good at following orders." Ben quipped.

With their human friends secured, the Autobots stormed down the corridor, heading towards the nearest exit out of the _Nemesis_.

…

**Autobot Outpost Omega-1**

Ben, Gwen, and Kevin stand by the railing in the human center, watching as Optimus finished welding the final touches on Ratchet's arm brace. They all surprised to see Optimus and Ratchet come back with various scares and dents and nearly exhausted. Nevertheless, Ratchet assured everyone their injuries were superficial and would heal quickly.

Laying on a gurney was the unconscious form of Agent Fowler, recovering from his interrogation from the hands of Starscream. Gwen used her mana to help heal most of his injuries. She assured everyone he'd be alright, he just needed rest.

"What happened to you guys anyway?" Gwen inquired.

"We engaged an army of undead Cybertronian warriors." replied Ratchet.

Team 10's eyes widen in shock and surprise, especially Ben's. He stepped closer to the railing with awe in present in his green eyes.

"Zombies? Is it wrong if it think that's awesome?" Ben smiled.

"Bulkhead," Optimus baritone voice continued. "You exercised poor judgment in allowing Ben, Gwen, and Kevin to accompany you."

Bulk glanced between Optimus and the trio before he looked back. "I-It won't happen again Optimus…I promise."

Kevin was taken back from this. It wasn't Bulkhead's fault they came, it was his. Why was he taking the fall?

"But it wasn't Bulkhead's fault. I'm the one who followed him into the portal. Ben and Gwen followed because they were worried about me getting hurt…not that they needed to." Kevin interjected, ignoring the glare Gwen was giving him. He then remembered he was still due for that talk with her. "Besides, they can tell you that we handled ourselves pretty well against those 'Cons." He said, motioning towards Arcee, Bee, and Bulk.

Optimus trained his optics on Bulkhead, Bumblebee, and Arcee. The three Autobot warriors looked between each other for a moment before bringing their gaze back to their leader.

"It's true," admitted Arcee. "They performed well out there on the battlefield."

"**You can say that again. The 'Cons didn't stand a chance against those three." **Bumblebee whirred.

Gwen then remembered about the photo she took, and hastily pulled out her phone, and brought up the photo on screen.

"And if that doesn't convince you…then maybe recon will." Gwen stated as she held up her phone.

Optimus stepped toward her and hunched forward to zoom in on the image. "Hmm…Ratchet, take a look. It could be of importance to Megatron."

"Whoa, Megatron's back?! That's…very bad, right?" Ben commented with wide eyes.

Ratchet stepped forward and narrowed his optics as he scrutinized the photo. "Hmm…yes…yes that equation does look significant. I'll need time to analyze thoroughly though."

"Excellent work you three," Optimus appraised, looking at the alien trio.

Ben and Gwen smiled in appreciation whilst Kevin had a cocky grin.

Arcee stares at Ben for a moment. The incident of when he pushed her aside and took an Energon blast for her, played over in her mind.

Arcee can still recall how angry she had gotten when she thought he had been killed. She was way over the level of rage when she engaged those Vehicons that attack her and Ben yesterday. She glanced back at the green jacket teen, watching him discuss something with his friends. Whether she'd like to admit it or not, she was worried and concerned for Ben's well-being, despite only knowing him for a couple days.

Not that she should be, considering he can transform into a variety of aliens, but still. Arcee couldn't help but feel some sort of strange connection with him. She wasn't quite sure what it was, but it was definitely there.

_Later…_

Ben is slowly walking down one of the large corridors of the Autobot silo. Ratchet is still at work deciphering the meanings of the scribbles of what Gwen took a picture of. Gwen and Kevin had already gone off to their quarters, completely drained. Ben was following suit, feeling fatigue overwhelm his body after today's events.

Just steps away from reaching the door to his room, he heard familiar sounds of Autobot footsteps. He looked to the side to see Arcee walking towards him.

"Uh…Ben…can we talk?" Arcee asked unsurely.

Ben blinked. He was surprised that the femme wanted to speak with him. After all, she had been trying to avoid him since he arrived at base. That is, until this morning in the training room.

"Uh…yeah sure," He replied.

The blue Autobot closed her optics and looked down for a moment, trying to gather her thoughts. When she reopened them and sighed deeply before looking at the brunette teen.

"I…I just wanted to say thank you."

Ben blinked again, a bemused expression on his face. "Thank me? For what?"

"For pushing me out of the way…and taking that Energon blast," Arcee paused as her smile became warmer. "That was pretty brave of you."

Ben slightly blushed as he rubbed the back of his neck sheepishly. "Eh, it was nothing." He said modestly.

"It was something. Despite my attitude towards you and your friends, you still risked your life in making sure I would be okay." continued Arcee. "That takes guts."

"Well…I didn't save my universe twice by being a coward." Ben remarked.

Arcee smirked in response. Usually, people's cockiness would've made her mad, but for Ben…it was well earned.

"Don't push it, hot shot." She warned teasingly. "We still got 'Cons to fight…that is…if you think you're up to it."

Ben blinked again. Realizing what she was implying, Ben shot her his trademark, cocky grin.

"Oh bring it!"

…

**The **_**Nemesis**_

High above the outer edge of Earth's atmosphere, the _Nemesis_ flies around the blue world. Inside the bridge, the sounds of metal on metal and yelps of pain can be heard.

"Please Lord Megatron…I meant no…" Starscream was unable to finish as Megatron slammed a fist into the seeker's face.

The greyish-silver staggered backwards, he touched his facial components and felt a stinging sensation. Soundwave and the Vehicon troopers in the background watched as the SIC received a mighty beating from their leader. As Starscream stood up wobbly, the towering form of Megatron stepped in front of him.

"I ordered you to await my command!" Megaton yelled as he backhanded 'Screamer in the chassis.

The seeker shrieked as the forceful blow sent him bouncing along the metal floors. He came to a stop, front side up. He felt an enormous amount of pain course through his circuits. Sparks could be seen sparkling out from his elbow joints as he struggled to turn over. Megatron proceeded towards his fallen position, in no hurry at all.

"Instead, your mindless agenda resulted in the disabling of my ship…and the delay of my plans!" Megatron roared.

Seeing how close he was, Starscream yelped as he turned over and began to crawl away, obvious fear evident on his facial plate.

"M-my intentions were pure, master." Starscream implied. "I only wanted you to be rid of Optimus."

Suddenly, Megatron's slammed his right foot on Starscream's body.

"Nobody rids me of Optimus Prime but me. Do you understand?! Do you!?" snarled Megatron.

Starscream strained to use his voice box, but the massive heel of Megatron pressing hard against his body was making it difficult. "I will make things right, Lord Megatron. I swear! I know how to set your plans back on course."

Starscream felt relief as Megatron lifted his heel off of the seeker, but only to be grabbed by the throat. The warlord brought his SIC to optic level, staring at him with a dangerous gaze.

"Explain Starscream…quickly," He hissed at the latter word.

…

**Autobot Outpost Omega-1**

Inside the main ops center, Ratchet continues to type away at the terminal. Searching for any explanation to the equation Gwen had photographed while on the _Nemesis_. It took an hour, but after inputting the right variables, Ratchet came to a shocking conclusion.

"It can't be," murmured Ratchet. "Optimus!"

He could hear the rumbling footsteps of his leader stepping towards him. Ratchet turned to face him. "These are engineering specs for a space-time vortex generator."

"Megatron is building a spacebridge…if he hasn't already." Optimus concluded.

"The sooner he leaves the better." Bulkhead replied as he and Bumblebee stepped into the command center.

"Bulkhead, a spacebridge runs in two directions." The red/blue titan explained. "Megatron may not be using it to leave Earth, but to bring through his conquering army."

"The main event that Megatron referred to," Ratchet noted. "But…the only place that Megatron could possibly recruit that many fallen warriors…" A grave mien took hold on Ratchet's face as he realized what Megatron was actually planning to do.

"Precisely," Optimus replied as he looked up towards the ceiling of the silo. "Cybertron,"

…

**A/N: WOW! This was a very long chapter; the longest of the story so far. I can't tell you how drained I am after writing this, but it was fun. Anyways, some of you are probably curious about a few things. When will Megatron find out about Ben, Gwen, and Kevin? When will Vilgax return? Can Upgrade merge with an actual Cybertronian? When will Ben and Arcee relationship begin to develop? **

**Well, Megatron will not learn of Team 10 until he is revived from his comatose later on in Season 1. And trust me; he will make plans in capturing them, at least Ben later on as the story progresses. **

**Second question, Vilgax will make his next appearance after Darkness Rising and when the spacebridge is destroyed. **

**For the third question, the answer is yes and no. Upgrade can merge with a Cybertronian and make them better. However, he can't take full control of them like he can with a Vehicon. Their will-power is just too strong for Upgrade to take control. **

**Lastly, Ben/Arcee's relationship is developing into a good friendship at the moment, but they still have a ways to go. The actual romance won't set in until aftermath of 'Predatory'. **

**Anyways, I hope you enjoyed this long chapter. Please reward me with a review LOL! But seriously, comments and critique are appreciated. Until next time…**


	6. Darkness Rising Pt 3

**Ben 10: Prime Force**

**Chapter 6: Darkness Rising Part III**

…

**Autobot Outpost Omega-1**

The Autobots and Team 10 are currently assembled in the main ops center; discussing a plan of action to stop Megatron's latest scheme to take over the world.

"We cannot allow Megatron to send Dark Energon through his spacebridge." Optimus continued. "If we fail…the dead of Cybertron will rise, swarm through the spacebridge vortex, and invade Earth. Ending humankind to Megatron's twisted rule."

"Good thing is…none of that stuff is going to happen." Ben stated.

Even though this was not Team 10's Earth, it was still Earth. And there is no way Ben, Gwen, or Kevin are going to allow this world to fall to the hands of a robot warmonger. But what surprised Ben was how determined Optimus and the other Autobots are to protecting the Earth. Heck, this isn't even their home planet, and yet they're prepared to lay down their lives for it.

The super-powered trio had founded new respect for Team Prime, especially Optimus. He truly was a great leader, someone Ben wished he could aspire to be.

"Optimus," Ratchet spoke as he manned the terminal. "I've pinpointed the location of the Decepticon Spacebridge…high in Earth's orbit."

"Out of our reach," Optimus added.

"Okay so you guys don't fly. But can't you just groundbridge there?" asked Kevin, gesturing to the ring structures installed into the carved, stone wall.

"The groundbridge has limited range." Ratchet explained. "Stretched all the way in orbit its vortex could snap, and scatter us to the stars."

Team 10 (who were in the human area) stared at them with worried expressions. Though the three had only known the 'Bots for little than three days, they didn't want them to die. Ben glanced over at Arcee nervously. The femme in turn gave the brunette a comforting smile.

"Since Megatron is likely already in transit," Optimus paused as he turned to the groundbridge tunnel, "I'm afraid we must take that risk. Reaching the spacebridge first, is our only means of stopping him."

Ben held his chin in a contemplating matter. He was trying to cogitate of another way to get the Autobots in space without the high risk of something going horribly wrong. Team Prime possibly getting blasted into space to float forever didn't seat well for him.

Suddenly, Ben's face lite up as an idea popped up in his head.

"I think I might know a risk-free way of getting you guys in space." Ben proclaimed.

Gwen, Kevin, and the 'Bots looked at Ben with inquisitive miens. They were curious to what Ben was up to, especially Gwen and Kevin.

Ben pulled up his sleeve and tapped the Omnitrix faceplate. He placed his middle and index finger on the holo-ring, scrolling through the transformation playlist. Once he found the alien he wanted, he tapped the icon, and slapped the core back down when it popped out.

The occupants of the base shielded their optics as a brilliant emerald light consumed the room. When the light died away, standing in Ben's place was a black and white humanoid with green circuitry patterns along the black areas on its back, arms, and head/neck area. The Omnitrix symbol rested on its white chest.

"**Upgrade," **He shouted.

Ben's voice sounded the same, but had a scratchy, metallic undertone.

Ratchet lifted an optic brow as he stared at the black/green creature baffled. "I…I don't understand."

Gwen smiled, apprehending what her cousin was up to. "I do,"

Upgrade approached a spot of the human center, closest to the groundbridge terminal. He then faced Ratchet, and would've grinned if he had a mouth.

"Watch this." Upgrade said as he jumped onto the groundbridge control apparatus.

To the shock of Team Prime, Upgrade's body became more blob like as it splattered against the equipment. The black and green goo of Ben's body spread around the terminal and seeped inside the seams. Mechanical parts interior and exterior reshaped themselves instantly.

In second's time, the groundbridge terminal looked totally redone. There was a green, seemingly glass panel that acted as the monitor and another glass looking panel (perpendicular to it at a 45 degree angle) with a keyboard on it. But Ben didn't stop there.

Upgrade's gooey body traveled into the wires that connected to the groundbridge. The tar looking substance spread and covered the ring structures of the machine in a matter of seconds. When Ben was done, the 'Bots were taken back to see their groundbridge was black with green circuit patterns over it whilst the bridge that run in-between the rings was a lime green. The Omnitrix dial could be seen at the top of the monitor of the groundbridge controls.

It appeared to be very advanced than what it was prior. Ratchet approached the terminal and gawked by how high-tech it was. As the medic examined the new equipment with wide optics, Upgrade's head poked out from the side of the screen, causing Ratchet to yelp in surprise.

"W-w-what did you do?" Ratchet enquired, still shocked over what transpired.

If Ben could grin, he would be. "Your groundbridge…is now a spacebridge."

At that moment, shock and awe was plastered on the face plates of every single Team Prime. Ben inwardly chuckled from their dumbfounded looks.

"That's what I figured you'd do." Gwen stated. "Good thinking, Ben."

"B-But how did you do it?" Ratchet asked.

"As Upgrade, I can bind with machines…and make them better. Making your groundbridge capable of intergalactic travel was a piece of cake." Ben answered with a hint of pride in his voice.

Optimus looked towards Upgrade's head poking out of the screen. "Thank you, Ben. Your help is much appreciated."

"Any time Optimus,"

The Autobot leader then refocused on the mission at hand. He turned towards his troops. "Autobots, prepare to roll out."

Bumblebee walked closer to Gwen while Kevin stepped towards Bulkhead.

"Be careful, 'Bee." Gwen said.

Though she had only known Bumblebee for a couple days, the Anodite girl admitted that he had grown on her. He was becoming a great friend, possibly even a brother figure.

"**Don't worry, Gwen. I'll be alright." **Bumblebee assured as he stepped towards the upgraded groundbridge.

"I'd come with," Kevin continued, "but I would have to wear a spacesuit, and my powers don't work well in those."

Bulkhead nodded in understanding. "Eh, don't worry about it. After we get back, they'll be plenty of 'Cons for us to wreck."

Arcee strode towards the black/green terminal, where Upgrade's head was still sticking out. Arcee admitted the sight of the black gooey head did look kind of creepy, but she had seen a lot worse; some more recent than others. She shook off those thoughts of the mutated Cliffjumper and focused back on Ben.

Ben looked towards Arcee and just stared at her. There was a short moment of silence between the two, before Ben mentally shook his head and regained his ability to speak.

"Wish I could go with, but as you can see, I'm preoccupied at the moment." Ben joked, trying to lighten the mood.

It seemed to work as Arcee smiled and even chuckled a bit. "Yeah, I see that."

"Uh…be seeing yah?" Upgrade asked hopefully.

Arcee smiled became warmer. "You bet," She then joined the other 'Bots at the entrance to the groundbridge.

Ratchet stepped back in front of the redesigned terminal and began to type in the coordinates to the spacebridge. However, Upgrades could see the hesitance in Ratchet's demeanor as he typed.

"Something the matter?" Ben asked.

"No! It's just that…the fact that I'm…typing on your body is…surreal." Ratchet replied.

If Ben had eyebrows, one would be lifting up. "Dude, you guys are transforming robots from another planet, going on a mission to stop a warlord from raising an army of robot zombies that he'll use to attack the Earth. I can shape-shift into aliens and Gwen and Kevin are human/alien hybrids. Everything about this is surreal." He retorted.

Ratchet huffed. "Point taken,"

After setting in the destination coordinates, the medic glanced back over to his leader.

"Optimus, if you leave me stranded on a planet taming with humans…and alien-humans… I will never forgive you." Ratchet declared curtly.

Without looking back, Optimus responded, "Until we meet again, old friend."

The red and blue titan then deployed his signature battle mask.

"Autobots, roll out!" He shouted.

In swift motion, the 'Bots shifted into their vehicle modes. On cue, Ratchet activated their groundbridge turned spacebridge. A swirling vortex of green and white appeared inside the tunnel. With Optimus at the lead, the Autobots stormed into the portal.

"Maximum Overdrive!" Optimus bellowed, still inside the portal.

After the 'Bots had exited into the portal, Upgrade mentally shut off the vortex. He moved his head to look at Ratchet.

"So…am I just gonna hang here until the 'Bots get back or what?" Upgrade inquired.

"We may need you to remain inside the groundbridge to bring them back to base when the time comes." Ratchet responded.

Upgrade vented a sigh. "Although I am glad to help, I do hate standing around while their risking their lives for us."

Gwen and Kevin nodded their heads in agreement. Seating around did make them feel useless.

…

Orbiting in-between the Earth and its moon was a ginormous ring that appeared to be constructed of a rocky mineral, with spikes that juked out from the circumference. The inside of the ring was completely opposite, as it was plated with smooth metal. This marvelous and ominous structure was none other than the Decepticon Spacebridge.

Suddenly, a green and white vortex appeared right at the bottom rim of the spacebridge. Exiting out of the portal was a red and blue Peterbilt semi-truck, a green SUV, a yellow and black muscle car and a blue motorcycle.

"Autobots, transform…" Optimus paused as he shifted into his bipedal mode along with the others, "…and gravatize!"

As they neared the ring's rim, electric bolts arched out from the soles of their feet and onto the surface of the rim. The electric-magnetic current pulled the 'Bots towards the surface until their feet were finally secured on the metal ground.

Bulkhead comically stumbled for a second as soon as his feet touched the floor. "Whoa, whoa…don't look down…or up…or left."

The Autobots then turned around. They could see the wondrous blue marble that was the Earth in the background. But what grabbed Team Prime's attention was the large, dark warship flying towards the spacebridge. The _Nemesis_ came to a halt just over half a mile distance from the giant, elaborate ring.

Optimus narrowed his eyes disdainfully at the Decepticon war-vessel.

"So Megatron's packing enough Dark Energon to raise Cybertron's dead." Arcee stated rather than asked.

"And since we do not possess any ready means of disabling the spacebridge," Optimus paused as he shifted both arms into Energon cannons, "nothing gets in…or out!"

The other Autobots quickly deployed their blasters as they got in a battle stance, ready for any Decepticon attack.

…

**The **_**Nemesis**_

Inside the bridge, Megatron chuckled as he stared at an image of Optimus Prime and his troops, on his spacebridge, getting in fighting stances.

"Optimus Prime…never disappoints." Megatron noted. His expression then turned into anger as he glanced behind his shoulder, towards his SIC. "Unlike you Starscream!"

Starscream yelped as he took a vigilant step backwards, but he quickly regained his composure. "No need for concern, master. Soundwave is locking on to Cybertron's coordinates. Per my…instructions," A smug grin appeared on his lips while stating the latter part.

Megatron narrowed his blood-red eyes and swiftly turned his helm back to the monitor.

…

**Decepticon Spacebridge **

The Autobots remained in their battle stance, with blasters drawn, and aimed at the _Nemesis_. They had been standing there for over a few minutes, and Team Prime was becoming restless and confused as to why the 'Cons weren't attacking. Clearly the Decepticons are up to something, but what?

"Well…what are they waiting for?" asked Arcee.

Optimus lowered his blasters and trained his eyes on the Decepticon warship. Optimus used his highly-advanced optics to zoom in on the ship. He quickly took notice of a broken space dish on top of the vessel. It appeared to heavily damage as sparks were flying off of it.

"It appears the Decepticons have sustained serious damage to their interstellar navigation system." The last of the Primes informed.

"Huh…that's my handiwork." Bulkhead claimed with a smile.

"Great job, Bulkhead." appraised Optimus. "Without the dish, Megatron will be unable to lock onto Cybertron."

…

**Autobot Outpost Omega-1**

Ratchet and Team 10 listened in on the Autobot's conversation via the com-links.

"_Great job, Bulkhead" _appraised Optimus. _"Without the dish, Megatron will be unable to lock on to Cybertron."_

"Don't the Decepticons know where their own planet is?" Gwen asked cynically.

"Hmph…naturally," Ratchet replied, "but Cybertron is many light-years away. To reach their target their aim must be astronomically precise."

"_If Megatron went to the trouble of rendezvousing with his spacebridge, then it stands to reason…that he has an alternate targeting system. A remote one," _Optimus explained.

Ratchet scoffed. "If I know anything of Earth's technology then I doubt there exists a single radio telescope dish on this planet powerful enough to pinpoint Cybertron."

Kevin, who was seating in a rolling chair, rolled over to human computer to access the internet.

"What about a whole bunch of _linked_ radio telescope dishes?" implied Kevin as he typed on the keyboard. "Like the giant Size-Array in Texas?"

"Ep, ep, ep!" Ratchet scolded as he leaned forward. "This is not child's play!"

Kevin narrowed his eyes. "I'm eighteen, dude."

"_Good thinking, Kevin." _Optimus praised, shocking Ratchet to an extent. _"Ratchet, have Agent Fowler alert the Array staff of the security hazard."_

Without warning, Fowler sat up from the gurney across the human area. "You there…soldier…you're out of uniform! Put on some pants!" He then collapsed back to the bed unconscious.

Ben couldn't help but burst out in laughter while Gwen, Kevin, and Ratchet grinned. Even though right now was a serious situation, that scene was just too funny not to laugh or at least smile at.

"That may be a challenge." Ratchet confessed, while Ben continued laughing.

Kevin refocused his attention back on the computer and typed in a series of command codes. After about ten seconds, he slightly hit his fist on the table in frustration.

"Ugh…I can't get past the Array's firewalls. There too thick! If I had some Plumber tech it would be way easier." Kevin stated.

"You? You actually believe you can keep the Decepticon out?" Ratchet implied unconvinced.

"Of course I could." Kevin replied confidently. "If I can get in that is."

At that moment, a light-bulb lite up in Gwen's head as she stepped behind her boyfriend and placed a hand on his shoulder. "Wait Kevin…what if we can get you all the way in? Like inside the building in?"

He turned to her. "I could log into their internal network on the other side of the firewall."

"_The risk is too great. The Decepticons will be there. Perhaps even on sight." _Optimus disputed.

Getting over his fit of laughter, Ben returned to being serious. Upgrade turned his blob-looking head to the three giant computer panels situated above the human platforms.

"Optimus, with all due respect, you said it yourself. This is bigger than the safety of three hu-…uh or should I say two half human-half aliens and a shape-shifter."

"Yeah, if the 'Cons win, not only are we screwed but everyone else on the planet will be too. Besides, you know that we're not defenseless and we can hold our own against 'Cons." Kevin added.

A moment of silence passed as Optimus mulled over the situation.

"_Very well," _said Optimus, _"I'll accept your assistance."_

…

In dry, barren landscape of West Texas was a big assortment of radio telescope dishes; otherwise known as the Size-Array. Out of nowhere, inside the fence that conceals the Size-Array's operation building, a swirling vortex appeared out of thin air. Ben, Gwen, and Kevin jumped out of the portal and onto the rocky ground.

Upon exiting the vortex, all three of the heroes felt a little dizzy. Ben groaned as he held his head.

"That'll take some getting used to." Ben noted.

Quickly recovering from their minor vertigo, the sight of the giant, white operations building grabbed the trio's attention. With determined demeanors, Team 10 made their way to the building.

When they reached a door, Kevin absorbed the metal of the steel door-handle, and prepared to knock it down. However, Ben placed a hand on his arm to stop him. While looking at the brunette incredulously, Ben walked forwards and simply pulled open the door and gave his friend a cocky smirk.

Kevin rubbed his neck embarrassed while Gwen simply grinned. The alien trio strolled down the tiled hallway, and was almost surprised to have encountered nobody. As they proceeded down the corridors, Gwen spotted an empty room with a single computer in it.

Kevin sat in the chair and immediately started attempting to hack the system. Gwen stood behind him, analyzing what he was doing. Ben looked outside the door, and after seeing nobody, he closed it and made his way to Gwen and Kevin.

"Security sure is lax in this place." Ben remarked.

No one commented as Gwen and Kevin were fixated on the computer. After entering in various series of codes, Kevin smiled as he successfully hacked into the mainframe.

"I'm in!" Kevin said. His eyes then narrowed at the screen. "And so are the Decepticons."

"How can you tell?" Ben asked.

Looking more attentively at the monitor, Ben found his answer. There were sets of alien codes and diagrams filling the screen. The Omnitrix wielder quickly recognized it as the same they encountered on the _Nemesis_.

"Schematics," answered Kevin, "with the same alien math we saw on their ship."

As he continued typing, Gwen reached into her pocket and pulled out a flash drive.

"This time though, we can download it." Gwen added as she installed the drive into a port, allowing it to copy and store the alien representations.

"It's gotta be the spacebridge." Ben noted.

"From here, I access the system and keep them from locking on to Cybertron." Kevin stated.

"Will they know?" asked a skeptical Ben.

Kevin took a quick glance at the green jacket wearing hero. "Even if those walking trash cans see I'm in the system, they'll have no idea we're in the building."

The Osmosian adolescent continued inserting commands into the computer, preparing for a virtual battle with the 'Cons. He then noticed three diagram spheres at the top of the screen merge into one and glows brightly. That can only mean one thing.

"Looks like the 'Cons are locking onto Cybertron, but not for long." Kevin asserted, causing Ben and Gwen to look at each other unsurely.

The raven haired teen began inputting commands, all at a smooth and swift pace. He worked like a professional, which in case he was. After dealing with various types of alien technology for years, Earth computers were pretty simple for Kevin. About ten seconds worth of typing later, and the sphere depictions separated back to three.

"Done," Kevin said with a prideful grin.

"Good work, Kevin." Gwen praised.

"Told you I could do it,"

"I never doubted you." She smiled.

Ben was about to make a quip until something caught his attention. The three depicted spheres on screen merged back into one.

"Uh…guys," Ben said, pointing back to the computer.

"Hmm…looks like the dishes are heading back towards Cybertron." Kevin sighed before continuing. "I'll just undo that again."

"When happens when the 'Cons realize their being punked." Ben asked.

"Dude, it's only virtual combat…like online gaming." He then looked at him with a sly smirk. "You should know more about gaming then any of us, Tennyson."

Ben furrowed his brows. He was about to respond, but he suddenly had a strange feeling that something was behind him. Curious, Ben glanced back and was met with quite a shock. Expanding through the now open door was a long onyx, tentacle that was definitely mechanical. On the end of the tentacle was four, finger-like talons and in the center of them was a multitude of squirming wires.

"Look out!" Ben yelled.

But the warning came too late. The tentacle reared back and knocked Ben and Gwen into the wall. The two cousins hit the wall with a thud. Ben shut his eyes as he felt pain course through his body. The tentacle then focused its attention on Kevin. Seeing the mechanical appendage, Kevin swiftly pulled out the flash drive, placed it in his pocket, and jumped out of the way; just before the tentacle smashed the console and desk.

Kevin rushed over and helped a groaning Gwen to her feet. Ben quickly regained his bearings as he steadily came to his feet. He looked up to see the metal tentacle was coming for them again. However, just before it could initiate another attack, Gwen summoned a mana shield in front of them.

The tentacle promptly slammed into the panel, but it held it strong. The tentacle looked at the pink shield in a bewildered fashion for a moment before it reengaged its attack. As it continued pounding on the pink shield, it gave Kevin and Ben enough time to jump into action. Spotting an emergency fire-axe on the wall, Kevin rushed to it and absorbed the metal of the axe head. With his body covered in silver-greyish steel, the Osmosian leaped over the mana shield, aiming straight towards the tentacle.

"Head ups!" Kevin cried.

Kevin grabbed the area behind the appendage's servo and squeezed tightly. In response, the mechanical device began rapidly swinging around, attempting to throw Kevin off but he hanged on. The distraction Kevin was providing, gave Ben plenty of time to activate the Omnitrix and select an alien. As soon as the core popped out, the brown haired teen hastily slammed it back down, causing a blinding, emerald light to envelope the room.

After the light faded, standing in Ben's place was a seven foot tall being that appeared to be comprised of greenish-blue crystals. Its body was buff at the shoulder and chest, but slims down to the waist and legs. Its robust crystal arms are exposed as well as its rigid, crystalline face whilst two long crystal shards protrude from its back. It wears a black, sleeveless suit that has a green stripe running up the middle of its chest. The bottoms of its feet are green too, while it also garnishes a green and white belt with the Omnitrix symbol in the center.

"**Diamondhead," **Ben shouted, throwing up his arms.

**(A/N: As some of you already know, Diamondhead looks like he does in Omniverse.) **

The tentacle ceased its swaying as it stared at the human turned Petrosapien in an inquisitive matter. It provided enough of a distraction for Kevin to morph his right arm into a lethal katana and slice through the top of the tentacle. An electric screeching noise was created as the claw-like servo fell to the floor, with blue liquid pouring out.

The severed appendage immediately went out the door, leaving a trail of Energon in its wake.

"Oh no you don't!" barked Kevin.

Kevin rushed out the door, pursuing the tentacle, with Diamondhead and Gwen following him. Team 10 ran down the hallway in hot pursuit of the strange, metal tentacle. They saw it retract inside a room at the end of the passageway. But before they could reach it, the heavy steel doors to the room slammed shut in front of them.

'_Like that's gonna stop us.' _Diamondhead thought smugly.

Instead of stopping, Kevin ran faster towards the door. He morphed his right hand into a giant, spiked fist as he leaped forward.

"HI-YAH!" roared Kevin, smashing his fist into the doors with intense force.

With an audible crash, the two steel doors were blasted off their hinges and into the different directions in the room. Team 10 quickly rushed in with Diamondhead getting at the front of the group with Kevin at his right and Gwen at his left. Upon entering the room, the three heroes gasped.

Kneeling in front of a huge computer console was a thirty foot tall Decepticon. Its metallic body was lean and slender and its color scheme was primarily black with purple highlights. But what really separated this 'Con from the rest was that instead of a face or a horizontal visor, this one's entire face was just a blank screen. Team 10 could see that the severed tentacle attached to its chest, and Energon leaking out of the wound Kevin inflicted.

Soundwave turned his head to the trio, surprised that they could break down a steel door like that. He examined them attentively and was inwardly shocked to see a crystal based being, a human whose body was covered in metal, and a seemingly harmless auburn haired human girl.

Soundwave wasn't sure who or what they were, or what their capabilities are, but he has a job to do, and he can't complete it with these creatures in the way.

Using his other undamaged tentacle, Soundwave reared back and aimed to swipe them all into a wall. But surprisingly, the red haired girl lit up her hands with pink energy and through a disk of cerise energy towards it. The mana disk instantly sliced Soundwave's other tentacle in half, shocking the spymaster.

With his second tentacle out of commission, Diamondhead leapt forward with his crystalline fist reared back. However, despite the pain flooding his system from losing his tentacle, Soundwave anticipated this move and grabbed Diamondhead mid-air. Ben squirmed in Soundwave's servo, prompting the spymaster to tighten his grip.

Soundwave brought Diamondhead closer to his faceless visor, studying him keenly like a scientist would an unknown specimen. Diamondhead closed his green eyes as he concentrated on his abilities. Suddenly, long serrated crystal shard manifested out of Diamondhead's body, and promptly reduced Soundwave's servo into scrap. Soundwave (having dropped Ben) stumbled back, examining his destroyed hand that was bleeding Energon profusely.

The Decepticon spymaster returned his gaze to the trio. Though he didn't have a face, Diamondhead could tell that Soundwave was giving them a death glare.

Kevin shifted his right hand into a spiked mace, charged at Soundwave, and then jumped into the air towards him. The silent 'Con reared back his left arm and backhanded Kevin, sending him into the opposite wall. Without warning, Soundwave stumbled backwards again as pink disks slammed into his visor and chest.

Soundwave looked towards his attacker to see Gwen, summoning mana into her palms, and throwing them at him. He was taken back from this unprecedented development. After all, he had never seen humans with these abilities or this crystal based life-form.

Seeing that he was outnumbered and clearly out-strengthened, Soundwave decided on a tactual retreat, but there was still one last thing he needed to do. The spymaster shifted his left arm into a slender blaster, and took aim at Gwen. Diamondhead quickly jumped in front of his cousin, held up his arms, and deflected the Energon blast (sending it to the ceiling).

As the ceiling debris rained down in front of Ben and Gwen, it gave Soundwave enough time to train his blaster on a black line running along the floor, which connected to the Array's mainframe. He fired off a weak, but effective shot that easily cut the line in two.

With that taken care of, Soundwave was fixing to fall back; however, he wasn't prepared for a wicked roundhouse that Diamondhead delivered into his chest. The force behind the blow sent the silent 'Con flying crashing through the wall and outside.

The slender 'Con bounced across the desert ground a few times before coming to a stop. Soundwave shakily picked himself up and looked back at the Array operation building. Diamondhead, Kevin, and Gwen rushed through the hole in the wall and got in fighting stances. Soundwave took a picture of the trio with Diamondhead up front, Gwen to his right, and Kevin to his left. He then transformed into a Predator drone and soared into the sky.

Team 10 watched with confused expressions as Soundwave flew away.

"He's leaving?" said Diamondhead disbelievingly. He then put his hands on his hips and chuckled. "I guess we showed him, huh?"

"It doesn't matter." Kevin muttered.

Ben and Gwen turned around to see Kevin heading back inside; they followed him until he stopped by the console and leaned down in front of the severed, black cable. He turned to his teammates with a crestfallen mien.

"He cut the hardline. The dishes are locked on to Cybertron…for good." Kevin said grimly.

…

**Autobot Outpost Omega-1**

Team 10 was really bummed to have come back to base, failing to prevent the Decepticons from locking on to Cybertron. They debriefed Ratchet on what happened, and to their surprise, the medic didn't scold them for their failure. After all, they were going against one of the most dangerous 'Cons in history behind Megatron.

But on the positive side, they did return with schematics for the spacebridge, and it turned out that they did indeed come into vital play. After the spacebridge had activated, and billions of Dark Energon signatures were detectable inside the vortex, Optimus made the call to destroy the spacebridge. Thanks in part to the design specs Team 10 acquired; Ratchet was able to discover a means of sabotaging the spacebridge.

As Ratchet instructed Arcee, 'Bee, and Bulk on what to do, Ben transformed into Upgrade and re-merged with the groundbridge, ready to bring the Autobots back to base. Gwen and Kevin went back to the computer stations up on the platforms, where they were greeted by a groggy Agent Fowler who just woke up from his slumber.

"Now follow the line from the Energon regulator to the Energon pump, there should be a valve. Ratchet inculcated from the terminal.

"_I see it." _Arcee replied over the com-links.

"Good. To turn all the power against itself, all you need do is reverse the current."

"_Argh…argh…uh…current reversed." _

"Yes!" Fowler shouted, causing Gwen and Kevin to look at him weirdly. The agent then turned to them and asked, "Right?"

"I'll ready the ground-...uh…I mean spacebridge." Ratchet corrected, stepping towards the controls, while Upgrade's head poked out from the side of the monitor.

As the orange and white 'Bot typed in the coordinates, Upgrade looked at him. "Sorry we couldn't stop the 'Cons from locking on to your home planet."

Ratchet sighed. "It is alright. I mean, you were going up against Soundwave, who is no pushover. But you did well, after all if you three hadn't acquired those spacebridge schematics we would have an army of undead Cybertronian warriors attacking the Earth right now."

If Upgrade could smile, he would be. "Thanks. But I still think the idea of zombie robots is pretty awesome."

Ignoring Ben's comment, Ratchet activated the spacebridge, causing the tunnel to light up in a swirling green and white vortex. A moment passed and nothing came through. That was when worry and dread began to swipe across the command center.

"Do you…think there?" Gwen implied fearfully.

Ratchet checked a screen attached to his right forearm. "Four life signals…one very faint,"

Right on cue, the giant red and blue form of Optimus Prime stepped out of the portal. Signs of battle were noticeable as scars and dents covered his armor. Once he stepped aside, Bulkhead emerged next; there were not as many scratches on him as Optimus.

The next to emerge was Bumblebee, carrying an unconscious Arcee. Upgrade's eye widened upon seeing Arcee's knocked out condition. He quickly demerged from the groundbridge and materialized back into humanoid form in front of Bumblebee. Slapping the Omnitrix dial, in a flash of green, Upgrade converted back to Ben.

Ben rushed to her, starring at Arcee's seemingly dead form in anxiety and sorrow. Gwen and Kevin stepped behind him, Gwen placing a comforting hand on his left shoulder. The rest of Team Prime gathered around, but kept their distance.

"We lost one this week by the All-Spark don't let it be two." Ratchet prayed.

Ben stepped forward and placed his hand on her large, metal one. Instantly, Arcee's cerulean optics slowly opened.

"Arcee…" Ben said, truly relieved to see she was alive.

"Ben…really?" Arcee said weakly with a smile. "There are other motorcycles in the world."

Ben smirked. "But…you're my first."

Seeing that Arcee was okay, Ratchet turned his helm to Optimus. "And Megatron?"

Optimus stared at the floor momentarily before replying, "Not even _he_ could've survived ground zero."

"Prime!" Fowler's voice caught everyone's attention.

The agent man was straightening up his blue dress jacket as he stepped in front of the elevator. "I didn't get a chance to thank you 'Bots and your…other alien friends for the save."

After waking up, Team 10 had explained to Fowler of their origins, powers, and how they met the Autobots. Fowler's face when he witnessed Ben transform into Upgrade and merge back with the groundbridge was priceless.

To say Fowler was stunned was an understatement. However, the agent eventually soaked up the unprecedented information and accepted it for what it is. It was a little more challenging to accept than the idea of transforming robots from another planet, but Fowler knew he would adapt over time.

"I owe you guys one." Fowler admitted as he stepped into the elevator. Just before the doors closed, he added, "We all do."

Bumblebee set Arcee on her feet as the femme began to regain her composure. She stood up and smiled down at Ben. The teen hero simply smiled in return, relieved and happy that she would be okay.

A sudden thought ran through Kevin's head. He stepped to Optimus with concern on his face.

"So what happens to us?" Kevin asked, referring to Team 10.

Optimus gazed down at the alien trio with a thoughtful expression.

…

Over five days have passed since the Autobots defeated Megatron. 'Con activity around the world had decreased as a result. But the real change came for Team 10. Using their favor that Fowler owed them, he (with the help of the government) constructed identities for Ben, Gwen, and Kevin. Their new identities were the same with the exception of birthplaces and hometowns, since Bellwood doesn't exist on this alternate Earth.

In prior to acquiring their new identities, Ben and Gwen had to go to school, mainly because they were still seventeen and the government wanted to keep away suspicion. Reluctantly, Ben had to deal with it, for Gwen it came easier since she liked school. Kevin was the only one who they didn't force since he was eighteen, and legally an adult. Ben mentally cursed Kevin for his luck.

With some help from the government, Team 10 received money for clothing and other necessities they would need. Though they accepted the money, (since they didn't have any) Ben, Gwen, and Kevin all decided to get jobs to earn their own wages. In time, Gwen got a part-time job at a bookstore, Kevin got part-time at an auto-shop, whilst Ben got part-time at K/O Burger. Unfortunately for the Omnitrix wearer, it was the only other job available, so he didn't have much of a choice.

Thankfully, the government allowed Team 10 to remain at Autobot Outpost, considering that they're abilities may prove useful for Autobot missions and as another line of defense if or when the need arises.

Right now, Ben and Gwen are walking out of Jasper High, backpacks slung over their shoulders. They look at the parking lot and smile when they see Kevin inside Bulkhead waving at them, while Bumblebee and Arcee flash their headlights at them.

The duo smiled as Gwen entered Bumblebee's alt mode while Ben mounted Arcee. Team Prime and Team 10 exited the school parking lot and headed down the road that led to their base. Over thirty miles away, standing atop of Autobot Outpost is the massive form of Optimus Prime, glancing up at the mid-evening sky.

He places his hands on his hips as he prepares to transmit an interstellar message.

"_**Without a means of leaving this world, we Autobots take strength in the bonds we have forged with our three, gifted friends…true warriors…in both body and spirit.**_

_**My name is Optimus Prime, and I send this message, though we did not choose to be of Earth, it would seem we are here to stay. If you approach this planet with hostile intent, know this…we will defend ourselves, we will defend humanity, we will defend…our home." **_

…

**The **_**Nemesis**_

Soaring high above in Earth's outer atmosphere is the _Nemesis_. Standing in the bridge, Starscream looks down upon the blue planet with a sadistic, triumphant grin on his face. Megatron was dead at last! _He_ was now the leader of the Decepticons! His dream has now become reality.

The seeker was already making plans in retaliating against the Autobots. Though in hindsight, he was simply doing it to gain the respect and loyalty of the other Decepticons. For Soundwave, that may be close to impossible, for the Vehicons it was achievable.

Speaking of the spymaster, Soundwave walked into the room and proceeded towards Starscream. Knowing that he was approaching, Starscream turned to face him, and was shocked to see the 'Cons body was littered with scrapes and dents. The Decepticon leader also took notice of his severed right servo (that had stopped leaking Energon.)

"S-S-Soundwave?!" Starscream gasped, wide eyed. "What happened to you?!"

In all honesty, Starscream really doesn't care about Soundwave's well-being. After all, he has been Megatron's favorite since the start of the war. But if he was to possibly gain his trust and respect, he needed to pretend that he does.

Soundwave was silent as always. After a moment, the silent 'Con brought up an image on his visor. The slim seeker stepped forward and studied the picture attentively. What he saw confused him and shocked him to an extent.

In the picture was a humanoid crystal based life-form wearing a black and green sleeveless suit, a human adolescent male that was covered head-to-toe in metal armor that looked like skin, and an auburn haired adolescent girl whose palms were lit up with pink light.

"W-w-what is this? I've never seen humans like those before!" Starscream exclaimed, still surprised. He then focused his attention on the green crystal humanoid in the center of the group. "A-And what is that? I've never seen anything like it before too."

Soundwave did not reply; he only kept the image on his visor. Looking over the 'Con's injuries once more, Starscream then knew what happened.

"T-t-these creatures…did this to you?!"

Soundwave merely nodded in response, causing Starscream's eyes to widen further. Though the egocentric mech didn't care about him, he knew that the Soundwave was as good a warrior then he was a spymaster. And that is saying something!

Starscream narrowed his eyes and sneered at the picture of Team 10. "It would seem that the Autobots are not our only enemy now. Whoever these…creatures are…they are indeed a notable threat to our cause if they were capable of inflicting these injuries upon you." He paused as he thought the situation over further. "With that said, it is paramount that we learn all we can about these beings; so that we may better understand them, how to fight them, and how to…ultimately…destroy them."

…

**A/N: Well I hope you enjoyed the final part to Darkness Rising. I'm sure you have some questions on your mind. Will Starscream attempt to capture any member of Team 10? Why is Ben working at K/O Burger? When will Ben's Cybertronian form be revealed? When will Vilgax reappear? Will any Omniverse aliens make their debut? **

**For the first question, no Starscream will not attempt to capture them. I will not have the 'Cons try to capture any member of Team 10 (preferably Ben, and maybe Gwen later on) until Megatron reawakens from his deep comatose and is debriefed of their existence. **

**Second question, Ben is working at K/O because that is how I am bringing Jack into the story as a cameo. He will be a work and school friend for Ben. **

**Thirdly, to your surprise, Ben's Autobot transformation will be revealed in the next chapter. I believe you will like it! **

**Next, and probably most importantly, Vilgax will reappear in the next chapter as well. But won't confront Team Prime & 10 until later. **

**Lastly, yes I will have Omniverse aliens appear. Despite some things I don't like about Omniverse, the new aliens are one thing I do like. I love Feedback, Shocksquatch, Gravattack, and Ball Weavel! Those aliens will appear later on. **

**Well, thank you for your support and I appreciate reviews, cause they keep me going. Stay tuned for the next exciting addition of PRIME FORCE! **


	7. Interlude Pt 1

**Ben 10: Prime Force**

**Interlude: Part I **

…

It's been two weeks since Megatron's defeat. Today was Friday and right now Ben is working his evening shift at K/O Burger. In total, this has been Ben's fifth shift since starting his job five days ago. He had his work schedule set up for three hours in the evening Monday through Friday, and five hours every other Saturday. He knows that Gwen and Kevin's part-time schedule was similar too.

Thankfully, he doesn't have to work this Saturday, which means he can hang out at the Autobot base all weekend!

Currently, Ben is mopping the tiled floors in the kitchen. He is wearing sneakers, blue jeans, and a black shirt; his trademark green jacket is hung up in another part of the store. Another thing is he is forced to wear a silly white hat that he truly dislikes. Unfortunately, employees have to wear it.

So far, Ben hates his new job. The customers are rude, the place reeks of grease (obviously), and the pay is crappy. He was thinking of quitting and going somewhere else, but he would have to wait for another business that would hire teenagers to come up before he could. He prays to the Lord that one will pop up soon.

As he cleans, he is replaying what happened in the last week. Apparently, Starscream (the new leader of the Decepticons) awakened a Decepticon warrior named, Skyquake, hoping that he would serve under his command.

However, the powerful 'Con was strictly loyal to Megatron only, and wouldn't dare take orders from Starscream. Ben didn't blame him, who in their right mind would obey a coward like that arrogant seeker? Even though Optimus tried to convert him, Skyquake refused to stray from his master's path. In the end, it led to his demise from the hands of Bumblebee and Optimus, the former getting most of the credit.

Since then, 'Con activity has been pretty low, and Ben has been restless in beating the scrap out of some bad guys. To sate his fighting urges, Ben usually trains in the SAFE, keeping his skills on a proficient level, along with the rest of Team 10. In fact, Ben has already planned in doing another session in the SAFE when his shift was over.

Ben glanced at the wall clock to see it was 5:50 PM, only ten minutes until the end of his shift. He returned his attention back to the floor and continued mopping, although he was having difficulty suppressing his excitement. Though he was eager to get back to base, he was also looking forward to riding Arcee there.

He didn't know why, but he loved his rides with the motorcycle femme. True some of his transformations can go faster than her, but there was just something about being on her that gave him more of a thrill. Ben guessed that's what people felt when they ride motorcycles, a rush.

As he was cleaning the floors, he saw that he was progressing nearer to the drive-in window. Stationed there was a lean, raven-haired boy wearing sneakers, blue jeans, and a grey long-sleeve shirt with a darker short-sleeve shirt over it.

His name was Jack Darby, a work buddy, a classmate, and one of Ben's newest friends. Despite Jack's shyness at first, he quickly opened up a little and the two teens quickly became friends. As he was mopping past Jack, he saw him hand a customer their order, with a noticeable scowl on his expression.

"Here's your order, Vince." Jack muttered.

At that moment, Ben immediately understood why Jack was unhappy and felt himself tense up a bit too. Vince was the bully of Jasper High and self-proclaimed toughest guy in town. Ben struggled to suppress a laugh when Jack told him about Vince. In Ben's opinion, Vince was just an insecure jerk who picks on others smaller than him to feel good about himself; basically he is this universe's version of Cash (that is until Ben changed him.)

"What's with the frown, Dork-by?!" mocked Vince, grabbing the paper bag. "You ever heard of service with a smile? Unless you want me to tell your boss, I suggest you start smiling."

Ben furrowed his brows in anger. He could never seat back and watch as his friends get harassed or attacked, especially when they couldn't defend themselves. He placed the mop back in the rolling, yellow bucket full of dirty water, and stepped to the window.

"Hey genius, you got your order now leave! There are other cars behind you!" Ben said in a raised tone.

The red haired bully narrowed his eyes in contempt at the teen hero. Vince didn't like Ben since the moment he came to school on his blue, custom sports bike and started grabbing the attention of the high school girls. Evidently, many of the females at Jasper High believe Ben to be attractive.

"Fine," Vince mumbled, "but you better watch yourself, loser."

After that comment, Vince stormed off in his black sports-car with flames painted at the front. When Ben first saw his car, he recalled almost puking in his mouth a bit from how ugly it was. The two teens watched as the obnoxious, wannabe racecar driver drove away.

"Oh I'm so scared." Ben stated sardonically, earning a few chuckles from Jack.

"So, how's your day been, California?" Jack asked, while getting another order from the kitchen.

When Ben and Jack first started talking, they usually shared their origins and other stuff. Though he didn't tell him his _true_ origins, Ben did remember his new identity and his background that the government constructed for him. But it states that he was born and raised most of his life in San Francisco. Since then that has been his nickname when hanging around Jack.

"Okay, I guess. School could've been less dragged out today." replied Ben.

"Still having to turn down date requests from girls?" Jack inquired.

"As always," Ben grinned.

It was true. Many girls had asked Ben out or attempted to flirt with him. Though he did think a good number of them were attractive, he always turned it down. He was still getting over his break-up with Julie that transpired six months ago. She had become so concerned with Ben's safety as a superhero that she eventually decided to call it off.

Ben had been hit hard by the blow. He can recall that he had been glum for almost two weeks before he started to move on. However, his heart was still healing, and he needed more time before he could even think about getting in another relationship.

"How come you always turn them down? Any guy would kill to be in your shoes." Jack noted.

As Ben returned to prior duty of mopping the floor, he looked back at his friend. "Let's just say that…I'm still recovering from a recent break-up."

Seeing Ben's slightly disheartened expression, Jack only nodded, not wanting to probe the situation further.

…

As soon as the big hand on the clock hit twelve and the little hand hit six, Ben immediately said good-bye to Jack, put up his stupid hat, collected his jacket and walked out of the fast-food establishment. Upon exiting the doors, the green eyed teen looked around the parking lot, and smiled when he saw a familiar blue motorcycle parked at the front to his left.

Ben realized that where Arcee was parked was the same place where he mounted her two weeks ago. In fact, he recalled that this is where she always parked when she came by to pick him up. He guessed it was only coincidence; but nevertheless, he figured he'd bring it up later for a conversation starter.

He strolled to her and quickly mounted her vehicular form. He looked around and after making sure nobody was around; he reached into her subspace and pulled out his helmet. It was silver motorcycle helmet with a green trim and lime green visor.

"Hey Arcee," Ben said, putting on his helmet.

"Hey Ben," she replied. "Another tough day?"

Ben sighed. "Yeah…you could say that. What about you? Any Decepticon activity today?"

"Nope," Arcee continued as she started her engine and drove out of the parking lot. "Not counting the Skyquake incident, the 'Cons have been fairly silent as of late."

"That can either be really good…or really bad." Ben commented as they pulled out on the street.

"Tell me about it. Optimus is pretty concerned as am I. Although Starscream is no Megatron, he is far from predictable." responded Arcee.

Team 10 hasn't had the opportunity to encounter Starscream. But from what the Autobots say, Starscream is an arrogant, egocentric 'Con who turns cowardly in the face of strength or power greater than his. He is untrustworthy and will stab you in the back when the opportunity presents itself. Ben was actually quite eager to come across Starscream, just so he could kick his metal butt, and show him that he was a force to reckon with.

"Well, whatever he's up to, it obviously won't be good for us." Ben said.

A short moment of silence passed, and the duo found themselves leaving Jasper, and out on the lone road that led to the Autobot base.

"So…you plan to train in the SAFE today?" Arcee enquired.

Ben looked down at the dashboard. "Of course, I got to keep me skills sharp. Plus, it is pretty fun smashing those Vehicons."

Arcee chuckled a little from Ben's remark. "Same here," She continued. "And I must admit I am quite impressed by how well you handle yourself, even when you're greatly outnumbered."

"Well, Gwen, Kevin and I are usually always outnumbered. Heck, during the Highbreed Invasion, the DNAliens outnumbered at least five hundred to one. But, despite the odds, we pulled through and save the galaxy from extinction."

Arcee still found it difficult to believe that a Ben and his friends, at their age, stopped an intergalactic invasion; or has spent most of their young life fighting warlords, psychopaths, and criminals. It truly was remarkable.

"Kind of sounds similar to our dilemma with the 'Cons," noted Arcee. "Always being outnumbered, outgunned, and low on resources,"

Ben's face then grew serious. "You know Gwen, Kevin, and I can really help you guys. You've seen what we can do, and what we can bring to the table."

"Our war doesn't have to be your burden." Arcee replied.

"We're not burden by it. Besides, the sake of the world depends on who wins this war. And I personally don't want Decepticons killing off humanity and taking over our planet." Ben countered. "And furthermore…letting us join you in the field with you will give you a great advantage; that I can guarantee."

"Perhaps…but…we don't want to risk any of getting hurt…or…"Arcee trailed off.

Ben sighed. "Arcee, you do know that when you left Gwen, Kevin, and I in that room on the _Nemesis_, that we were engaged by over eighteen Vehicons in total, and we came out of there with barely a scratch. My point is, we can fend for ourselves, and we have been doing that for a long time."

Arcee was silent, mulling over Ben's words. He did have a good point. From what she's witnessed so far, Team 10 (although young) is a very powerful trio. Ben having an alien arsenal at his control, Gwen having control over mana, and Kevin being able to absorb anything he touches and morph his limbs into weapons. Whether she liked to admit it or not, Team 10 was a well-balanced fighting force, maybe even powerful than Team Prime.

Having them on their side would be the greatest advantage the Autobots would have over the Decepticons.

"I see your point." confessed Arcee. "Besides, Optimus is already considering letting you guys accompany us on missions, but only if it's required."

Ben smiled and shrugged his shoulders. "I can see his logic there. Now all we need _is_ a mission."

"So…what are you going to turn into today in the SAFE? Humungousaur? Jet Ray? Swampfire? Diamondhead? Heatblast?" Arcee asked interested in what she would see from Ben today.

Arcee, and usually Bulkhead and Bumblebee would watch Ben, Gwen, and Kevin fights against the hordes of hard-light copies of Vehicons. Though Gwen and Kevin were great, and doesn't like to sell them short, Ben was incredible! He was a wildcard. You never know what to expect from him. And, in Arcee's opinion, that was a great advantage having over your enemy.

Also, she was intrigued and shocked by some of things he could transform into. Primus, most of those transformations could actually easily defeat or at least hold their ground against a Cybertronian, which is saying something. Well unless you're a drone, then it's nothing worth mentioning at all.

Ben glanced back down at her dashboard and grinned. "Neither. There's this new transformation that I've been dying to test out."

…

**Autobot Outpost: The SAFE**

Ben stood calmly in the middle of the bluish-white tiled room that was the SAFE. Looking in from a dark tinted window from the hallway was Arcee, Bumblebee, Bulkhead and Gwen and Kevin. Ben had informed them that he would be transforming into something neither of them had ever seen, which quickly peeked their interest and curiosity.

Outside the SAFE, Arcee stood by a secondary control panel, ready to activate the hard-light simulator when Ben was ready.

She pressed the inter-com button on the panel, she said, "Okay Ben, I'm about to activate the training exercise so get 'suited' up."

"On it," Ben smiled, anxious to finally use his new form, and to see the looks on everyone's face when they see him.

In the same order as always, he pulls up his sleeve, and taps the Omnitrix faceplate. He places his middle and index finger on the side of the green holo-ring, searching for the alien he wanted. A grin took shape on his lips as he spotted the new head icon on the playlist. He taps the head symbol, causing the faceplate to slide back, thus letting the core to extend out.

He reflexively slaps it back down, initiating a blinding green light to immerse the room. After the flash faded away, the occupants on the outside looked back, only to gasp. Shock and astonishment became evident on their facial features.

Standing in Ben's place was a thirty foot tall Cybertronian mech. His primary color was white with a few black highlights. His body overall was tall and lean at the waist and legs, whilst his shoulder and chest area was broad, typical for mech body shapes. The armor on his body was smooth and aerodynamic in appearance. Headlights could also be seen on the both sides of his chest.

Wheels were noticeable in his shoulder and ankle joints, another common feature for ground-based Cybertronians. Two car doors wings protrude from his back, just like Bumblebee's. Painted on each door was a bold, acidic green number 10.

His silver facial plate was smooth and actually shaped like Ben's human face minus a nose. His helm was like his color scheme, mainly white with a couple of black stripes racing down on the left and right side. Unlike the Autobots, Ben's optics was a luminous green, gleaming with confidence. Like most of Ben's transformations, the Omnitrix dial was positioned in the center of his chest.

"**Skidmark!" **shouted Ben; his voice sounded the same with the exception of a metallic undertone.

The Autobots continued to stare in awe; amazed that Ben was now a Cybertronian. Gwen and Kevin, though not as shocked as the 'Bots, still looked on with wide eyes and incredulity.

"Nice," Kevin commented. "I was wondering when we would see that form."

Shaking her helm, Arcee brought herself back to reality as she refocused on the SAFE controls. Pressing the inter-com button, she spoke, "Good looking form there, Ben. We're ready when to begin when you are."

Smirking confidently, Ben stated, "I was born ready."

Arcee inputted the activation commands for the SAFE, in a matter of seconds the tiles of the room were illuminating brighter as a result. In an instant, a hard-light construct of two Vehicons appeared in front of Skidmark, across the room. The programmed constructs immediately deployed their triangular prism shaped blasters, and unleashed a folly of crimson blasts at Ben.

Instinctively, Skidmark held out his left arm. Suddenly, a small cylinder sprouted from the middle of his forearm as a green energy-shield manifested from it. The shield itself was circular, dome shaped, and big enough to protect all of the white mech. Energy projectiles bounced harmlessly off of Skidmark's shield.

The Autobot's optics became wide eyed from this development.

"He has an Energon shield?" Bulkhead asked.

"**I wasn't expecting that." **Bumblebee whirred.

Gwen looked at the 'Bots inquisitively. "You guys don't have those kinds of shields?"

Arcee shook her helm. "No. The only Autobots who were issued with Energon shields were those in high-rank positions or in warrior class."

Kevin glanced at them confused. "Does Optimus have one?"

Arcee shook her helm again. "No, he doesn't. He did at one time, but it was destroyed. Never got around to replacing it, since they were already so few of them,"

Back in the SAFE, Skidmark gritted his metal teeth as he held up his shield, taking on the blaster onslaught. The teen hero knows that the 'Bots have blasters and melee weapons. Closing his optics, he concentrates on his abilities. All of a sudden, Ben heard the sounds of transforming and could feel his right forearm shifting.

While still holding his shield, Skidmark glanced down to see that his lower arm was now a circular barrel with green light gleaming through the seams. The human turned Autobot's grin grew larger as he eyed the weapon.

"Alright, here we go!" remarked Skidmark.

Ben swung his arm around the shield, took aim on the two Vehicons, and fired. Two green energy blasts struck direct hits on their spark chambers, promptly killing them. As they faded away, four more instantly appeared, surrounding him.

Skidmark could see that the drones made an X formation around him. A cocky grin grew on his face as he got an idea. The white Cybertronian stayed still long enough to allow the constructs to deploy their blasters and train them on him. As soon as Skidmark heard the distinctive whining of Energon cannons priming, he immediately bent his knees and jumped in the air.

He timed his jump perfect as the blasts from each drone struck each other, off-lining them instantly. As Skidmark's pedes hit the floor, a Vehicon materialized in front of him. Looking at his HUD in his optics, Ben could see what other battle accessories his body had. One caught his interest, and he knew that it would be the perfect one to try out in this situation.

Concentrating, Skidmark deactivated his shield while shifting his blaster back to an arm simultaneously. Unexpectedly, a lethal curved shaped blade extended from his right forearm. The blade was built similar to Arcee's, except the edges were a light green while the rest was silver. Also, there was one other function that separated Skidmark's forearm blades from Arcee's.

Upon deploying them, the blades began to rapidly vibrate. In swift motion, Skidmark rushed forward, reared back his right arm, and slashing his blade across the drone's neck. The vibrating melee weapons cut the Decepticon's head clean off, and like the rest, it vanished into nothing.

Without warning, three more Vehicon appeared and surrounded him as they took aim on Ben. Skidmark reactivated his shield and launched at the nearest Vehicon copy. Before any of them could fire, Skidmark reared back and slammed his shield into the 'Con, causing it to careen backwards before it hit the wall and dematerialized.

Ben turned his body and charged at the next Vehicon. This one was a bit quicker as it speedily started firing at him. However, Skidmark's shield easily deflected the blasts. The white Autobot jumped forward, brought up his pedes, and forcefully kicked the drone hard in the chest. As it fell to the ground, with Ben standing on it, he turned his attention on the third Vehicon.

Shifting his arm back to blaster mode, he took aim and fired another green energy blast. The Energon projectile hit bulls-eye on the 'Cons spark chamber.

Another ten minutes of training passed by before Arcee ended the simulator. In total, Ben (or Skidmark) had managed to kill twenty Vehicons and at least half of them with hand-to-hand combat while the rest was with his blasters.

Along with Bulkhead and Bumblebee, Arcee was again impressed with Ben. This was his first time transforming into a Cybertronian and he already knew how to access his weapon systems and use them. She was surprised to see that Ben had vibrating forearm blades. The vibration increases the cutting power, causing more damage upon collision.

True, she did spot a few errors in his fighting style, but it was nothing she couldn't help straighten out for Ben with a little sparring practice.

As the tiles light output increased, Skidmark proceeded out of the SAFE.

"I gotta admit Ben that is one of the coolest things you've ever turned into." Kevin noted.

"I agree. This form is pretty awesome." added Gwen.

Skidmark smiled. "Thanks,"

"You did good out there, kid." Bulkhead complimented.

Ben then glanced over at Arcee, who had a sly smile on her facial plate.

"You did well. Still a few things you could improve on. If you want I could spar with you to straighten that out." Arcee offered.

Bulkhead and Bumblebee looked at her slightly shocked. They were surprised that she would offer help to Ben, when she had seemed so hostile towards him from the beginning. Maybe she was finally warming up to him after all.

Skidmark grinned. "Sure, I would like that."

"**But how did you learn to use your weapons so quickly?" **Bumblebee asked.

Skidmark's optics slightly widened, realizing that he could actually understand Bumblebee now. _'Well I guess it shouldn't be too much of a surprise.' _Ben thought. _'After all, I am a Cybertronian now.' _

Ben shrugged his plated shoulders. "I've never really had a problem learning any new alien-forms abilities fast. It all seems to come naturally to me."

The Autobots nodded in understanding.

"Hey Tennyson!" yelled Kevin, catching his attention. "You got a vehicle mode or what?"

Ben gazed down at the floor humming, wondering about that question too. "Hmm…you know I'm not sure." He paused as he pondered a bit further. "Hang on,"

Once again, Skidmark closed his optics as he concerted hard on transforming into an alt mode. For a moment, nothing happened. He was fixing to give up until he heard the familiar transforming noises, feeling his body shrink while his armor parts shifted. In a couple of a second, the sounds stopped as Ben successfully transformed into his vehicle mode.

Kevin and Gwen's mouths slightly gaped as they starred in wonderment.

Skidmark's alt form was a 2012 white Lamborghini Aventador 2dr cpe, with two bolded, acidic green 10's on each door. The Omnitrix dial was positioned at the front of the hood, right under the Lamborghini logo. Overall, it was a smoking hot, bad ass car!

While the 'Bots were impressed with Ben's alt form, they were not as enthralled as Gwen and Kevin seemed to be (especially Kevin). Skidmark reeved his powerful engine a few times, enjoying the overall feel of being in vehicular mode.

He noted that he had great peripheral and central vision, and also a set of scanners that can detect things all around him. It seemed similar to when he went Upgrade and merged with that Vehicon; however, actually being a Cybertronian had a different feel to it. He felt amazing and powerful.

Kevin and Gwen rushed forward, the former placing his hands on the smooth white metal, admiring the sports-car.

"Now _this_ I love!" Kevin said excitedly.

"You guys just gonna gawk or do want to go for a spin?" Skidmark asked, reeving his engines while doing so.

"Do you even have to ask?" responded Gwen.

In response, Skidmark's two doors open upward. The Anodite teen hoped in the driver side while Kevin took the driver seat.

"You three be careful." Arcee said, again catching Bulk and 'Bee off guard.

"Don't worry 'Cee, we'll be fine. We'll see you later." Skidmark replied. He shifted into reverse and backed up while turning right. Afterward, he went back into drive and took off down the corridor quickly, leaving a couple of skid marks on the floor.

When the echoing of the Lamborghini's engines faded away down the corridors, Bulkhead and Bumblebee turned their helms to Arcee and gazed at her with knowing looks.

"You're finally warming up to them, huh?" Bulkhead smirked.

"I don't see what's wrong with telling them to be safe." Arcee retorted, crossing her arms on her chest.

"**There's nothing wrong with that. But you offering to spar with Ben was what really shocked me." **inputted Bumblebee.

Bulkhead nodded. "Yeah, same here. You've never sparred with us in the past. Why did you want to train with Ben?"

Arcee was blank for a short moment, gathering her thoughts. "I…I was just lending a helping servo. I mean, his fighting style could need some improving on…and…well I am the best suited for the job."

Bulkhead and Bumblebee looked at each other again, the former then smiled as they turned their optics back to the blue femme.

"Sure...but I have a feeling that's not the _only_ reason." Bulkhead remarked.

He and Bumblebee then strolled back in the general direction of the command center, leaving a confused Arcee. The femme turned away and looked towards the direction where Ben drove off with his friends.

She thought back to Ben's Cybertronian form. Even though she was battle hard warrior, she was still a femme. Arcee couldn't help but to acknowledge that Ben's new transformation was attractive; not that he wasn't attractive in human form of course.

Arcee's face then flushed blue. _'Well…I have to admit…for an Autobot…Ben really is a hunk. His human form isn't too bad looking either.' _

The Autobot femme froze, realizing what she just thought. _'By the All-spark! Did I just admit that…Ben was…?'_

The cyber-ninja then caught on to Bulkhead drift, causing her blush to intensify.

Arcee placed a servo over her face as she let out a groan. "Ugh…oh Primus…I need to recharge."

With that said she turned on heel and walked to her quarters to get some needed rest, and to ponder on certain matters.

…

**Death Valley, California**

Situated within the Mojave Desert, in Eastern California, was the lowest and driest place in North America: Death Valley. True to its name, there was hardly any life in this barren wasteland, only bacteria under rocks.

However, there was something oddly out of place. In the center of the valley, between the two mountain ranges, was a deep forged trail littered with metal debris and rubble. At the end of the carved trench was a humongous interstellar warship…or what was left of one.

The ship was shaped almost like a tune fork with a conning tower at the stern. But the split ends (or the primary fusion cannon) have collapsed on each other. To add insult to injury, nearly the entire hull (mainly at the port and starboard side bow) was gone, revealing the damaged superstructure underneath.

Hazes of smoke can be seen rising from the edges of the crashed vessel. At the stern of the ship, where most of the exterior plating remains, there is some activity going on in the conning tower. After two weeks, the silent rooms and corridors (or what's remaining) come to life as the ship's mainframe completes it reboot.

It would've happened faster, but taking into account the damage done to the ship and circuitry, it was the best that could be done. Throughout the ship, the drones that survived the crash come back online. The bioids in the bridge immediately head to their stationed terminals to check on the status of the ship.

"_Hull damage is extensive. Over seventy percent of plating on the port and starboard bows are gone." _A drone notifies.

"_Primary fusion cannon and weaponry systems are heavily damaged, and are inoperable." _

"_Fusion reactor, though not at optimal setting, is still operable."_

"_Mainframe is barely at fifty percent efficiency."_

"_Teleporter pad is undamaged and operable."_

The drone, stationed at the terminal in the center, was slightly bigger and appeared to have a black X painted on his red chest. This was the Alpha-Bioid, commander of the drones when their leader is elsewhere.

"_All is irrelevant…for the moment. Our main priority is finding our lord and master." _The Alpha paused as he inputted some commands in a holographic monitor. _"Commencing worldwide surveillance for his signal,"_

A flat map of Earth appeared on screen, with a vertical and horizontal line moved across it from side-to-side and up-and-down. After a minute, the lines stopped as the intersection of the two lines began to blink. The image zoomed in on a blinking red dot in western Utah.

"_Location found. Alpha Gigantoid squads proceed for rescue via the teleporter pad." _The alpha drone commanded in an emotionless, monotone voice.

Moments later, in a large room with a circular pad in the center, a squadron of five drones, plated in reddish-orange armor and stood over twenty feet tall, stepped onto the pad. Upon stepping on the pad, they were engulfed in bright white light and disappeared.

…

**Western Utah**

Along the Utah-Nevada border is the Deep Creek Mountains. The high mountain peaks offer a surprisingly lush oasis in the otherwise stark desert. Several streams cascade down mountain canyons and provide a great environment for a wide variety of plans and animals.

Suddenly, deep in a conifer forest at the base of the mountains, flash of white light appears. Standing in the wake of the light are five twenty foot tall machines plated is rusty colored armor, and have three insect like legs.

The gigantoids turn towards west and proceed in that direction. They didn't have to walk a hundred yards before they came across a forged trench. They followed it for half a mile before they reached the base of the mountain, where the trough came to an end.

Using their scanners, they picked up on a familiar life signature in the rubble at the base of the mountain. The drones walked into the gulley and progressed towards piles of rocks ranging from the size of basketballs to semi-trucks.

Three Gigantoids used tractor-beams implanted in their wrists and heaved the rocks out of the way, while the two up front searched through the debris. Five minutes of moving boulders passed before the squadron discovered something…or should I say…someone.

Lying at the bottom of the debris pile was their master: Vilgax. However, he has seen better days. Places on his arms were scorched while his black and red armor plating was scared and dented in various places. His size had shrunk back down to its original twelve feet.

There was a noticeable black/blue bruise in the center of his two eyes and on his right face cheek. The warlord's eyes were closed from the swelling of his black eyes. Streams of dried up blood could be seen on his face and neck. Through his damaged breathing apparatus, a less than audible groan of agony was produced.

Two Gigantoids got underneath his arms and pulled Vilgax out of the rubble. Their master was still borderline unconscious and couldn't stand, so the drone duo had to support his weight. While the other three called in the mother ship for pick-up to prepare the medical ward, the battle droid underneath Vilgax's right arm turned its helm towards its master.

"_Do not worry, master. We will have you fixed up in a hurry." _ It said in a monotone.

Without warning, the five drones and a recovered Vilgax vanished in a flash of white.

…

**A/N: I believe this is the most updates I've done in full week span. I'm sad to say that this will not continue as I have school starting back soon, and will be preoccupied. Hopefully, if I'm not too busy or tired, I can have a update out every week or two. It all depends on my schedule though. **

**This is my first 'Interlude' chapter and there will be more down the road that take place in-between episodes. **

**Another thing I need to mention is the name for Ben's Autobot transformation was taken from "Xelku9", a Devaintart member. He had wrote a Ben 10/Transformer story years ago and Skidmark was one of the names on the list of OC Transformers Ben could turn into. However, Skidmark's appearance and alt mode in this story is very different from the one in his. So the only thing similar is their names.****I would like to thank Xelku9 for being cool enough to let me use the name! **

**I know some of you are concerned with how quick Ben learned to use Skidmark's abilities, but he's never had a problem before in learning a transformations powers before…so why start now? **

**Well what did y'all think about Ben's Cybertronian form? You like? Dislike? Please leave comments, suggestions, and critique in the review box.**

**Next chapter: a certain of colony of little Cybertronian pest has invested the Autobot base. Imaginary cookies to all who know what it is. **

**Again, thank you for all the support you have giving me. Until then… **


	8. Scrapheap

**Ben 10: Prime Force**

**Chapter 7: Scrapheap **

…

**Northern Greenland **

In the barren, frozen wasteland that was the arctic, Bulkhead and Bumblebee could be seen pushing forward, fighting against the strong freezing winds of an arctic storm. At the front, Bulkhead stopped momentarily to check the Energon detector. It appeared they were getting closer to whatever was detected.

"**Are we there yet?" **asked Bumblebee.

"No we're not there yet," replied Bulkhead, "but it should be right past this ridge, Bumblebee."

The two Autobots approached a steep slope and carefully slid down it all the way to the bottom. Their heavy metallic feet hit the icy ground with an audible thud. Bulkhead looked at the detector again, and was surprised to see the results.

"I don't get it. These readings are off the meter." Bulkhead said.

"**Hey, over here," **Bumblebee motioned to the left. **"I think I see something."**

Bumblebee and Bulkhead only had to take a few steps before they did indeed come across something. Looking through a patch of ice that was clear enough to see through, there was a large metallic pod buried deep within.

…

**Autobot Outpost **

After recovering the artifact from the arctic, Bulkhead and Bumblebee were now seating on low concrete platforms in the medical ward. Connected to their chests were two tubes pumping in some type of liquid to warm their systems.

Bulkhead ripped off the tubes and proceeded to get up. "I told you, doc, we're fine."

In response, Ratchet pushed Bulkhead back down. "The only way to be certain you're fine, Bulkhead, is to endure standard defrosting procedures." He scolded. "You know prolonged exposure to subzero temperatures can cause permanent system damage."

"Ratchet," The baritone voice of Optimus spoke out. The medic turned to see him and Arcee walk into the command center. "Have you learned anything more of our arctic find?"

Ratchet shook his helm. "Not yet," He then walked towards a terminal that showed a live-feed of the pod in another room. "The pod can't be open while it's frozen solid."

Meanwhile, inside the room, puddles of melted ice spilled across the floor around the massive pod. Suddenly, the metal artifact began to shake, breaking off partially melted ice in the process. Cracks in the metal exterior began to take shape near the top of the pod.

Without warning, something forceful slammed into the cracks from inside. After a couple more rounds of hitting, a small silver claw sprung out from the now open hole.

…

Later, in the main ops center, Ratchet inputted a set of coordinates in the groundbridge controls before he pulled down the lever. The rings of the tunnel lite up as a bright, swirling greenish-blue portal opened at the end. Optimus and Arcee both stepped forward to the groundbridge.

"Arcee and I will search for any clue that may explain the origin of our arctic find." Optimus explained.

"Only until your sensors sound," continued Ratchet as he typed commands on a device. When he finished, he turned to Optimus and Arcee. "Remember, once your core temperature drops into the blue zone…" He paused as he pressed a button, causing the Autobot symbols on Optimus's arms and on Arcee's winglets to bleep and blink blue. "…system failures are likely, and imminent."

All of a sudden, the sounds of engines could be heard down the main tunnel, growing louder by the second. Finally, Bulkhead and Bumblebee in vehicular mode drone into the command center. Right behind them was a white Lamborghini Aventador, with green number 10's on the doors, and a familiar green hourglass symbol at the front of the hood.

When Bulk and 'Bee came to a halt, Kevin exited from Bulkhead's SUV mode while Gwen stepped out of Bumblebee's muscle car form. As soon as Kevin and Gwen stepped out, Bulk and 'Bee shifted back to their bipedal form. The white Lamborghini followed swiftly as its body broke apart, and shifted into the robot mode of Skidmark.

After waking up in the morning, Team 10 had decided to go to Jasper to eat breakfast and hang-out for a bit. When it came afternoon time, Bulkhead and Bumblebee went to pick them up.

"Did you miss us, doc-bot?" Kevin joked with a smirk.

Ratchet groaned in response. "Shouldn't they be in school?"

"Check your calendar Ratchet, it's Saturday, which means no school." Gwen replied.

"And neither of us has to work today, so…looks like you're stuck with us…for the entire weekend." Kevin added with a mischievous grin.

Ratchet only groaned once more, prompting Kevin and Gwen to snicker a bit.

"Although I like transforming into Skidmark," said Ben, "I wasn't expecting to drive myself to base today. What gives, Arcee?"

He was curious as to why she didn't show. She was always there to pick him up.

"Fact team, Ben," Arcee responded as she stepped forward, putting her servos on her curvy hips. "It's my turn for exploration duty."

"Eh, too bad." Skidmark shrugged. "It's a beautiful day outside. Wouldn't want you to feel guilty for leaving me indoors," Ben smiled astutely, hoping she would get his drift.

"_Arctic_ exploration duty," clarified Arcee.

"Indoors where it's warm then," The white Cybertronian replied, pointing to the human area.

He then slapped the Omnitrix dial, and in a familiar flash of emerald, Skidmark shrunk down and transformed back to Ben. The brunette then proceeded up to the stairway, just as Optimus and Arcee stepped through the groundbridge portal.

"Transport complete," Ratchet noted.

Unexpectedly, sparks and smoke flared out of the controls as the screen went dark, causing the groundbridge to shut off.

"By the All-Spark!" exclaimed Ratchet as he examined the damage.

As Team 10 reached their usual hang-out area, they walked to the railings where Bulkhead and Bumblebee were standing.

"So what should we do today?" Kevin asked.

"The SAFE?" implied Gwen.

"Nah, we've already over done that." Ben point out.

"**We could have a video game tournament." **Bumblebee suggested, while pumping his fists.

"Yeah, a video game tournament, last one standing wins." Gwen translated.

"Oh you guys are so beat." Ben grinned, knowing that he had the advantage, considering he has played more times than any of his friends.

"Bulkhead! Bumblebee!" Ratchet's cranky voice called out. "I need you over here."

The green Wrecker and yellow scout walked to Ratchet's position, by the groundbridge entrance, the later slumping his shoulders in doing so. Team 10 looked at each other bewildered and shrugged before turning their attention to the couch, which now had a coffee table, TV set, and a video game console set up in front of it.

"Alright, who wants to be my first victim?" Ben grinned as he grabbed a game controller.

"We'll see about that. Best two out of three." Kevin replied, taking hold of the second controller.

Gwen was about the get the third controller, until she noticed that it wasn't there. She looked around the table and TV set, but was unable to locate the missing device.

"Hey, where's the other controller?"

"Hmm…" Kevin pondered; he then remembered where he placed it after he got the game set for the base. "Oh, it's my room, by my bedside."

Gwen nodded. "I'll go get it."

The auburn haired teen then stepped down the stairway and progressed down the main corridor of the silo, leaving Ben and Kevin to engage in a racing game.

Meanwhile, Bulkhead and Bumblebee ambled towards Ratchet. "You can't boss us around while the boss is out." remarked Bulkhead.

Ignoring Bulkhead's comment, Ratchet got straight to the point. "I need some heavy lifting. The groundbridge is down."

Both Bulk and 'Bee's optics widened in surprise and fear.

"**Did Optimus and Arcee make it through okay?" **Bumblebee asked worriedly.

"Optimus and Arcee made it through fine, it's getting them back that concerns me." answered Ratchet. He then motioned towards the entrance of the groundbridge tunnel. "Now remove those panels…chop-chop!"

…

After retrieving the third video game controller from Kevin's quarters (and placing it in her pocket), Gwen was walking down the corridor, back to the command center. Suddenly, the sound of metal hitting the floor made her freeze. She looked around, seeing nothing. She then heard the distinct sounds of metal skittering.

Gwen closed her eyes and concentrated. When they reopened, her eyes were illuminating a lustrous pink. The Anodite teen tried detecting for any mana or Cybertronian spark signatures, but found none. Cutting off her powers, she looked around once more.

"Hello?" She called out.

The only response she received was silence. All of a sudden, a screw hit the concrete and rolled across the floor over ten yards ahead of her. Gwen stepped to it and picked up the steel made rivet, looking at it curiously.

The Anodite girl walked forward, but only to trip over something and fall. She thankfully caught herself with her hands, lessening the impact. Gwen turned over and was met with quite a sight. Apparently, what she had tripped over was a two inch tall metal creature that stood on four, stubby legs and had two stubby arms; it also had a bulbous head, and two purple optics.

Gwen stared at the small peculiar creature inquisitively, while getting back up to her feet.

"Whoa, where did you come from?" asked Gwen, although not expecting a response.

The creature took a few movements back as it seemed to examine Gwen with its big purple eyes. It then came back forward cautiously.

"Hmm…the Autobots never mentioned anything about pets."

Gwen then got an idea, she opened the hand that still had the metal rivet, and looked back to the tiny metal being.

"You wanna play fetch?" Gwen inquired, while slightly shaking the bolt side-to-side.

In response, the little robot jumped up-and-down and skittered around in a circle, all in a playful matter.

Gwen smiled then reared back and threw the rivet down the hallway. "Go get it boy!"

The bulbous robot moved its stubby legs quickly as it promenaded to the piece of metal. Unexpectedly, the sounds of electric whining were heard as the robot started chewing up the bolt.

"W-wait, you're gonna choke!" She protested.

However, she was mistaken as the robot easily devoured the entirety of the rivet, before it skittered back towards her.

"Or…not,"

Immediately, the little creature closed its optics as it nuzzled up against Gwen's leg. The red haired teen couldn't help but smile at the sight. She then started moseying back to main ops center, the metal being right by her side.

"Wait till the guys see you." Gwen stated as they turned the corner.

But out of her knowledge, down the corridor she found the creature, there was piece of machinery on the wall that looked chew up, and was throwing off a mess of sparks.

…

Back in the command center, Ben and Kevin were still engrossed in their racing game. The score was one-to-one; winner takes all on this race.

"Come on, come on, you want some?" Ben muttered; his attention still fixated on the TV screen.

At the end, Ben's car crosses the finish line first, barely. His eyes widened as an elated expression took hold on his face.

"Oh! In your face!" bragged Ben.

Kevin's mien turned into frustration as he had to endure Ben's taunting. As the jacket clad teen started a victory dance, the lights in the room went off before coming back on.

"What the?" said Ben. "Oh great…power failure."

"Aw," Kevin replied, pointing towards the TV screen filled with static. "It wiped out our game."

With that said, Kevin got up from the couch with a satisfied smirk whilst Ben stared in disbelief.

"B-But…I was winning!" He yelled.

He eventually got over it and followed Kevin down the stairway, stepping to where the three Autobots were gathered up.

Meanwhile, in front of the groundbridge tunnel, Bulkhead and Bumblebee had already removed the panels, exposing the multitude of computer motherboards underneath. Ratchet leaned down and removed a particular one, one that had a peculiar set of bite marks on it.

"We most definitely have a problem." Ratchet noted as he held up the chewed-up motherboard, and examined it. "What could've caused this?"

Once again, the lights up top flickered on-and-off a few times before returning to normal.

"Or that?" added Bulkhead

"It might be the main grid." Ratchet insinuated. "Hopefully it isn't a substation malfunction."

"Hey guys!" Gwen's shouted in a cheery tone. "Look what I found."

Turning his gaze away from the masticated computer board, Ratchet looked at Gwen with an obvious annoyed demeanor. "We're busy." Suddenly, the medic's optics widened significantly as they spotted the little bulbous robot Gwen found, resting in her arms. "AAAAHHH!"

Bulkhead and Bumblebee soon saw the creature too, and in response, they reflexively backed up while the wrecker and scout both deployed their blasters, training them on the robot. Expressions of fear and anxiety were plastered on their facial plates.

Seeing their reactions, Ben and Kevin quickly stepped in front of Gwen, blocking the line of fire. Team 10 was totally surprised from how the 'Bots were reacting.

"Whoa, whoa what's with you guys?" inquired Kevin.

"Scraplet! Scraplet! SCRAPLET!" Bulkhead screamed, shaking his blaster uncontrollably while doing so.

The trio's eyebrows both raised in confusion.

"What's a scraplet?" Gwen asked.

"The most dangerous vermin to ever crawl upon the face of Cybertron," Ratchet answered with a visage of apprehension.

Team 10 paused for a moment, absorbing this information. They looked at each other and then turned their gaze to the scraplet in Gwen's arms, looking at it in disbelief.

"This?" Ben chuckled a bit. "Are you kidding me?"

"You guys are giant robots!" Kevin added as he looked back at the scraplet. "Scrappy here is…tiny."

The three Autobots still had trepidation written on their faces, not convinced whatsoever.

"You have no idea the damage that TINY thing can do!" Bulkhead argued; his body (as well as 'Bee's and Ratchet's) were shaking in fear.

"Ah, he wouldn't hurt anything." Gwen said dismissively.

Trying to prove a point, Gwen removed her arm from around the scraplet's head, causing its purple optics to flutter open. The small machine immediately focused its gaze on the three Cybertronians standing before him.

Suddenly, to the shock of Team 10, the scraplet's mouth opened wide, revealing a set of sharp metal teeth that rotated around like a drill, and produced an electric grinding noise. The scraplet jumped out of Gwen's arm and skittered across the floor, on a straight path to the Autobot trio.

Bulkhead and Bumblebee both took aim, but due to their shakiness, they both messed. The scraplet jumped onto 'Bee's leg and started eating his shin plating, causing the yellow scout to fall down. Team 10 stared in shock as the little robot chewed up a trail on Bumblebee's yellow shin-guard.

Bumblebee grabbed the scraplet, intending to crush it; however, it ate straight through his servo. In outright fear, he swiftly slapped the creature away. After rolling on the floor a few times, the scraplet quickly regained its bearings, and was fixing to charge after Bumblebee again.

Suddenly, a pink energy disk collided with the scraplet, reducing it into tiny fragments. Gwen's mana lite hands then returned to normal as she rushed to Bumblebee's aid.

"Whoa," remarked a stunned Kevin. "I…did not see that coming."

"I'm sorry, Bumblebee!" apologized Gwen.

"**It's alright, Gwen. Don't sweat over it." **Bumblebee replied.

Gwen turned to Ratchet, worry on her mien. "Is he going to be okay?"

Ratchet scrutinized Bumblebee's wound for a couple seconds before looking back at Gwen.

"Only a mesh wound, he'll live." Ratchet assured.

"Now do you believe me?" continued Bulkhead. "All scraplets do is disable machinery, and eat anything metal…especially living metal."

"Well…bug crushed so…game over, right?" Ben asked as he and Kevin stepped closer.

"No. When it comes to scraplets, there's never JUST one." Ratchet paused, turning his helm towards the main corridor. "And I fear I know how they got in here."

…

The present occupants at base were inside the room where they had left the large, metallic pod to thaw. The ice was gone and flowing into drains on the concrete floor. Ratchet was examining a large hole in the middle of the pod; it appeared to have been forced open from within.

"It's a trap. A scraplet trap," Ratchet clarified.

"Um…more like…_was_ a scraplet trap." Bulkhead said anxiously.

"It was most likely ejected into space eons ago." Ratchet explained. "Only for it to wind up in the arctic, where the subzero temperatures kept them in stasis."

"Until we brought the thaw," noted Ben.

"Now they're wide awake and ready for brunch." Kevin added.

"So…how many are we talking about?" Gwen asked.

"Thousands," Ratchet answered. His demeanor then became grimmer as he continued, "The power malfunctions and groundbridge damage are sure signs that their infestation is well underway."

…

**Arctic **

The cold, blistering wind continued to blow hard across the arctic region, carrying loads of icy mist and snow along with it. Currently, Optimus Prime was carefully climbing down very steep icy slope. As he continued his trek downwards, the Autobot symbol on his arm started blinking blue and emanating a series of beeps.

He pressed a finger digit to the side of his helm to activate his com-link. "Arcee, what is your status?"

From the top of the ice mesa, Arcee was proceeding to climb down until the symbol on her winglet went off too. "My signal is going off. Guess we should call in base before things get chilly." Arcee replied.

"Optimus to base, our core temperature readings have reached the blue zone. Prepare to activate the groundbridge."

All he received through the com-link was static, which took him by surprise. Their situation then began to sink in, and Optimus soon realized that if they couldn't contact base, they would be in serious trouble.

…

**Autobot Outpost **

"Ratchet to Optimus, do you read me? We have a situation." Ratchet spoke into the terminal.

All Ratchet received was static. Not a moment later, the images and depictions on the three large monitors up front disappeared as the screen turned into frizzle.

"The scraplets have gotten into the com-link system." Ratchet stated, slightly slamming his servo on the keyboard out of frustration. "If we do not eradicate these creatures immediately, they will reduce this entire base into a scrapheap!"

Team 10 stood by the railings on the platforms nearest Ratchet, whilst Bulkhead and Bumblebee stood behind Ratchet.

"Well I say we bug out of here and let them keep it!" Bulkhead responded fearfully.

Kevin turned to Bulk with a raised brow and a look of disbelief. "Really, dude?"

"Evacuation is not an option." Ratchet argued, his expression becoming more and more serious. "If we don't get the groundbridge back online stat…Optimus and Arcee will perish."

"W-w-what?" Ben stuttered, his eyes becoming wide from this dreadful realization.

"Bulkhead, you never run." Kevin stated.

"Kevin, you've never seen a swarm of these things devour a bot…I have." Bulkhead paused for dramatic effect. "They pick you apart from the inside-and-out. They go inside for the small, juicy bits first. Fuse by fuse, circuit by circuit, until there's nothing left. And I mean nothing! Not even your optics."

Team 10 looked at each other, now knowing that these things were indeed a dangerous threat to their robotic friends. Ben didn't have to ponder long on this situation. Optimus and…Arcee were out there in the arctic, possibly dying right now. If they don't dispose of those metal eating creatures soon…then Optimus and Arcee will surely die.

"Okay…that doesn't sound good." He paused for a second as he demanded, "You have to let us help."

"Yeah, we're not made of metal. The scraplets can't hurt us." Gwen added.

Ratchet hummed as he held his chin with his right servo in contemplation. "Typically I find your fleshiness to be your least engaging qualities. But under these extreme circumstances it would appear that your organic bodies and…other abilities…will provide us with an advantage."

"Okay then. We'll pair off. One bot, one of us," The brunette said. "I'll watch your back while you repair the groundbridge."

"And we go on a bug hunt." Kevin grinned before he and the others looked at Bulk and 'Bee.

The green Wrecker and yellow scout looked at each other, and shuddered uneasily.

…

**Arctic **

At the bottom of a frozen valley, in-between high mesas on both sides, Optimus and Arcee walk at a slow pace, leaning forward to fight the strong wind. The red and blue titan placed his digit to his helm again.

"Optimus to base, do you read?"

Again, all he received was static.

He then heard an audible thud hit the ice. Optimus turned around to see that Arcee had collapsed to her knees. The wise leader came to her side and helped her up.

"Are you sure a nice drive would hurt? I hear Miami is beautiful this time of year." The blue femme quipped, but was still shaking at the core.

Optimus shook his head in disagreement. "The nearest temperate climate is too distant, Arcee. Attempting to reach it would expend too much energy…and hasten the freezing process." He then stared forward, but was lost in his thoughts. "Until Ratchet sends for us, and he will, our best option will be to seek shelter and insulate ourselves."

…

**Autobot Outpost **

Bulkhead and Kevin were currently walking down a corridor; the former having his right arm blaster deployed while he had a flashlight in the other. He turned his head in each direction tentatively, being on the lookout. Kevin, however, walked casually, not really bothered by anything at the moment.

"I get to be your bodyguard, huh? It's about time we started getting some more active roles around here." Kevin commented.

"Gwen said she found the first one here, right?" inquired Bulkhead.

Right on cue, the lights in the hallway went off, blanketing the duo in darkness. The green Wrecker couldn't suppress the urge to do what Kevin definitely never expected.

"AAAAHHHH!" He screamed girlishly.

A second later, the lights came back on. Kevin glanced at Bulkhead with an 'are you serious?' expression.

"Did you just scream like a little girl?"

"No," He replied defiantly. But his defiant mien soon faltered into nervousness. "Maybe…ugh…can we talk about this later."

Kevin's brow rose before he then shrugged his shoulders, and continued down the passageway. Bulkhead and Kevin soon reached an intersection and turned right. The messy haired teen glanced behind him, only to see his friend was still shaking and looking around him constantly.

"Keep a sharp eye out, Bulkhead." Kevin advised.

All of a sudden, Bulk's audio receptors picked up on the distinctive sounds of metal skittering. He shined his flashlight to the ceiling, trying to see through the apparatus of cables and machinery running along it.

Kevin, who took no notice of the slightly metal skittering, looked back, and said, "Remain calm, big guy."

Unsurprisingly, Kevin's words went ignored as the hulky Autobot fired a couple shots into random spots in the ceiling. As a result, a folly of metal cables collapsed from the ceiling and swayed across Bulkhead's body.

"AAAAWWWW!" Bulkhead shrieked, trying desperately to knock the cables away.

Kevin gazed on in disbelief. "Okay…wish I hadn't seen that." He noted. Kevin's demeanor then grew more serious. "Bulkhead! You're fine! They're just a bunch of cables."

The wrecker stopped, taking a second to examine the cables, and realized that Kevin was right. A sheepish smile grew on Bulkhead's face as he pushed them off of him.

"Uh…whoops," Bulkhead stated embarrassedly.

Suddenly, audible metal skittering could be heard, and before the duo knew it, a swarm of scraplets rained down from the hole in the ceiling all over Bulkhead's body.

"AAAWWWW!" screamed Bulkhead, swiping his servos across his arms in an attempt to get the scraplets off his body.

Without thinking, Kevin rushed to the wall and touched a metal pipe running up and down the wall. His body was instantly covered in dark silver metal. Kevin morphed his right fist into a sledge hammer and the left one into a baseball bat.

"Hang on, big guy!" Kevin yelled while leaping into the air and onto his huge left arm.

The Osmosian teen started smashing scraplets with his hammer arm and swiping them away with his bat arm. For a while, it appeared that Kevin was winning. He had successfully either destroyed or knocked away most of the scraplets teeming on Bulkhead. Nevertheless, the victory was short-lived as the other scraplets honed their optics on Kevin.

They could see that he was pulsing with color, much like Bulkhead. In response, their mouths opened wide as their serrated teeth began rotating like drills and swarmed all over Kevin as well. The metal covered teen was knocked off the green Autobot and onto the ground by the hordes of scraplets swarming over his body.

Kevin let out painful cries as the little creatures bit into his armor. Barely a few seconds passed and the scraplets had already devoured most of Kevin's metal skin on his chest, torso, and legs. He tried kicking them and swiping them off, but they quickly returned to continue their feast.

"AAAWWWW! They're eating me!" shirked Kevin as he kicked across the floor.

"Kevin! They eat metal! Absorb something else!" Bulkhead managed to say before he continued screaming.

A freight train of realization hit Kevin. Smiling sheepishly, he replied, "R-right…I forgot,"

The Osmosian hastily dropped his metal armor, much to the disappointment of the scraplets. After coating his body in concrete armor from the ground, Kevin morphed both hands into baseball bats and jumped back onto Bulkhead, smashing and hitting the little creatures.

As the number of the swarm lessened, Bulkhead regained a bit of his composure and started blasting at them. While he was shooting, he glanced back at Kevin with a smirk. "Did you scream like a little girl?"

Kevin's brow furrowed from aggravation and embarrassment. "Not a word to anyone."

…

In another part of the base, Gwen and Bumblebee ambled vigilantly down a corridor. Bumblebee had his blaster deployed and was scanning around him regularly. Gwen held out her right hand and lit it up with mana, providing some light in the dim lite corridor.

However, she was also trying to see if she could actually track the scraplets. Unfortunately, it was proving to be futile. She later summarized that since the scraplets were machines and has no sparks like Cybertronians, her mana would be unable to trace them.

The duo approached an intersection and turned down another corridor. At the end, they could see a large circular vent, big enough to where a Cybertronian could crawl through. They promenaded towards it cautiously. Upon reaching it, they could see places in the vent that looked to be chewed out.

Bumblebee motioned for Gwen to step aside, which she did. The scout shifted his blasters back to servos, grabbed hold of the vent, and pulled it off the wall. As soon as he did, Bumblebee re-deployed his weapons whilst Gwen lit up her hands with mana.

After a couple of seconds, 'Bee lowered his guns as Gwen lowered her arms; both stared into an empty shaft. Suddenly, they could hear the familiar sounds of electric drilling. They glanced behind them to see the noises were coming from a vent in the floor.

Without warning, the vent was immediately devoured by a group of scraplets. The hordes flew into the air and swarmed towards Bumblebee. Immediately, Gwen threw up a mana shield that stretched from wall-to-wall and floor-to-roof. The bulbous head creatures pinged off the shield, but continued relentlessly to get through.

"Bumblebee, I'm gonna open a port hole so you can fire at them. I'll keep this shield up as long as I can." Gwen said.

The yellow Autobot nodded in understanding. He stepped toward the shield to see a port hole, big enough for him to stick his blasters out, appeared before him. Bumblebee speedily put his cannons in the opening and began shooting away at the scraplets.

…

Back in the main ops center, Ratchet was kneeling by the opened panels in front of the groundbridge, working frantically on repairing it. Ben stood to the side with his arms folded, occasionally looking around the massive room for any sign of scraplets. He has been standing there for over fifteen minutes, and was becoming impatient.

He looked over to Ratchet. "How's it coming over there?" implored Ben.

"Hmph…I repaired the damaged conductors, rerouted the central conduits, but the groundbridge still won't receive power!" Ratchet answered, venting his anger by punching the floor.

Ben was about to respond until he heard the sounds of metal skittering. He immediately turned around, searching for the source. His eyes looked up to see dozens possibly hundreds of scraplets crawling on the wall. Their purple optics soon honed in on Ratchet's metallic form.

In response, their mouths opened wide while their teeth started spinning. To Ben's shock they jumped off the wall and began soaring towards Ratchet.

"They fly…you never said they could fly!" Ben yelled.

The medic didn't have time to respond as the mass of scraplets swarmed over him and began eating away at his armor. Ratchet fell to the floor, shrieking as he tried to swipe away the scraplets, but there were just too many.

Ben's eyes widened, seeing as he was in deep trouble. He quickly pressed the Omnitrix faceplate and scrolled through the playlist. When he found the head icon he wanted, he was attempting to press it before a few stragglers from the swarm collided with his back, causing Ben to stumble and fall over.

As he caught himself, out of Ben's knowledge the Omnitrix list scrolled past the alien he chose and onto a different one. Without looking, the brunette tapped the icon, and as soon as the core popped out he slammed it back down.

A bright flash of green consumed the command center. As the light died away, standing in Ben's place was what appeared to be a nine foot tall, bipedal tailless tiger. Its chest and shoulders were broad as its arms were incredibly muscular. Protruding out from the top of each hand was a long black claw.

"**Rath," **roared Ben.

Rath looked himself over for a second, his angry expression intensifying. "Let me tell yah something new Omnitrix, after months of working right, why do you have to mess up now?!"

"Ben!" screamed Ratchet as the scraplets continued to overwhelm him, and gobble down parts of his metal armor. "Do something!"

Rath turned his gaze back to Ratchet, and narrowed his green eyes at the bulbous headed creatures. "Right," muttered Rath.

Rath bent his knees and leaped high in the air over a thirty yard distance and landed on Ratchet's squirming form. Angry grunts emanated from the Appoplexian as he swiped away, kicked, or crushed the scraplets with his bare hands. Rath was taking a toll on them, considering at least dozens of crushed scraplets were scattered across the floor; however, there are just too many for Rath handle alone.

Still standing on Ratchet's chest, Rath crushed two scraplets in his hands and swipes away a few trying to eat at the medic's midsection. Even though Rath had held the lot of them off, the CMO of Team Prime's body was still covered in bite trails and missing parts in various places.

Rath growled furiously as the hordes of tiny machines continued to advance on him and Ratchet. "Let me tell yah something scraplet swarm, designed specifically to devour metal, Rath does not appreciate it when you try and eat Rath's friends. It makes Rath angry, I mean angrier…uh whatever!" yelled Rath, pointing an accusing finger at swarm.

"BEN!" screamed Ratchet as he knocked a few scraplets off of his arms, only for them to come back and resume their eating. "For the love of Primus, turn into something more useful!"

Rath glowered, but didn't make any snappy comeback. "Fine," he growled. "Rath was through with them anyway."

He slapped the Omnitrix dial on his chest, and in a flash of green, Rath was replaced by another transformation. This alien stood six feet tall and its skin was primarily yellow and black. It has two crab-like claws for hands and its shoulders are broad and form an arch. The being's head is shaped like a skull, has a yellow eyebrow-like crest, and levitates in-between the arch of its shoulders.

"**Lodestar," **Ben shouted, his voice now sounding scratchy and metallic.

**(A/N: This is Lodestar from Omniverse, so keep in mind his mouth moves when he talks.)**

Lodestar examined himself for a short moment. "Alright, I can definitely work with this!" He then turned his gaze to the swarm of scraplets devouring Ratchet.

He immediately held out his right claw, and promptly, green magnetic waves emit from then and disorientate the air. To Ratchet's shock and utter relief, the scraplets are pulled away from his body. Using his magnetic abilities, Lodestar is able to extract all the scraplets on Ratchet and magnetize them together in a big scraplet ball.

The Biosovortian then glanced the other way to see more scraplet hordes coming straight for them. Holding out his other claw, Lodestar magnetizes them too and is able to pull them into the ball he already has made. Now, floating in the air is a massive sphere of scraplets, stuck together with no way out.

Ratchet grunted painfully as he rolled over on his front, and used his arms to steadily lift himself up. He stared at the scraplet ball with wide optics.

"H-h-how did you…do that?"

Lodestar turned to him, while still keeping his arms out. "Simple. I just used my regular magnetism." Ben looked back and narrowed his eyes at the destructive, little creatures. "Now, I believe it's time to end this petty skirmish."

Lodestar crossed the magnet waves from both claws, and as a result, the magnetic pull began to easily rip apart the scraplets. One by one, dozen by dozen, the little bulbous head creatures were reduced to scrap from the extreme magnetic energy. Soon afterward, Lodestar released the ball, causing hundreds of dead scraplets to pile up in the command center.

The yellow and black Biosovortian looked at the pile with a smug grin. "Ha, problem is solved."

Just as he finished his statement, another multitude of scraplets swarmed into the room from the air, and flew in circles above them. Lodestar's mouth dropped a bit, shocked to see this swarm outnumbered the last by hundreds.

"Of course I could be wrong." Lodestar admitted.

Hearing the sounds of footsteps, his attention was then drawn to the main tunnel entrance. Bulkhead was limping out with scraplets bites all over, and portions of his armor gone. Bumblebee was next; however, he had a lot less injuries than Bulk did. Gwen stepped in, and behind her was Kevin, attired in concrete armor.

"Ratchet, get the first-aid kit. I'm leaking Energon fast." Bulkhead then glared at Bumblebee, who merely shrugged. The former clearly jealous that he didn't have as many bite marks as he did.

Before anyone could remark, the swarm of scraplets from above came soaring down, heading on straight paths to the three Autobots. Lodestar held out his right claw trapped most of them in a magnetic ball like last time. The others were left to handle the rest, which despite Lodestar's efforts, was still a good sum.

Seeing the incoming threat, Gwen hastily held out her hands, and summoned a dome of mana to cover her, Kevin, and the Autobots. The scraplets bounced off of the shield, but still continued their onslaught.

Gwen glanced behind her. "Guys, I'm gonna do the same thing I did with Bumblebee. I'll open port holes in the shield that will allow you to shoot at them." She then turned to look at Kevin. "Kevin, since you're not covered in metal, I'm gonna let you out and offer Ben a hand in destroying this things."

Kevin nodded in agreement. Quickly, Gwen opened a door in the shield which the Osmosian instantly rushed out of. She closed the opening and made port holes for Bulkhead and Bumblebee to step forward and begin firing at the scraplets.

With Lodestar's magnetism, Gwen's mana, Kevin's concrete armor, and the 'Bots firepower, the massive swarm's numbers began to dwindle.

…

**Arctic **

High speed winds continue to gust across the arctic landscape, carrying snow and subzero chill factors with it. Optimus and Arcee were both taking shelter behind a lift in the ice that protected them from most of the freezing winds. Though it did provide relief from the arctic gusts, they were still cold, and their armor was starting to freeze over in places.

Optimus glanced to his left to see Arcee had her legs pulled up to her chassis, and her helm resting on her knees. He could tell that she was sleeping.

"Arcee, wake up." He said sternly.

Arcee's helm shot up, starting to regain a bit of her wakefulness. "Huh…uh…oh, sorry…just resting my eyes," complied a fatigue Arcee.

"The longer we remain alert, the longer we remain alive." Optimus stated.

"Would do you suggest?" asked Arcee. "Oh wait, how about a game? Let's play…who screwed up back at base."

"Our predicament could be the cause of a simple malfunction." Optimus suggested.

"Caused by Bulkhead," continued Arcee. "Let's see…no com-link and maybe even no power. The big lug probably tripped over a cord, he's never been too graceful." The blue femme paused as she pulled her legs even closer to her body. "Remember when we first arrived on Earth, and Bulkhead walked into those power lines?" She chuckled a bit in remembrance of that memory. "Who knew he could dance like that?"

"Bulkhead may be too…large for this world, but his inner strength is without bounds. One should not be measured by size alone." Optimus said astutely.

The two were left in silence; Arcee sat there, taking in Optimus's wise spoken words.

…

**Autobot Outpost **

The battle with the scraplet horde had lasted ten minutes. Thanks to Gwen's mana shield, Bulk, 'Bee and Ratchet had avoided sustaining more injuries. And thanks mostly to Lodestar, Kevin, and the 'Bots firepower, they successfully managed to eradicate all the scraplets. Lodestar had just finished gathering up a few stragglers and using his magnetic powers to crush them.

Gwen let down her shield to her body rest, the 'Bots followed in example as they slumped down on the floor, leaning against the human platforms, and groaning in pain. After making sure all the scraplets in the room were dead, Lodestar transformed back to Ben while Kevin let down his armor.

"Did we get them all?" asked Ben.

To answer Ben's question, the skittering sounds of thousands of metal feet could be heard emanating down the multiple corridors of the base.

"Hardly," scoffed Ratchet. "These were just scouts."

"**Oh no," **Bumblebee whined, letting his head fall back.

"So…the rest of them know we're in here?" Bulkhead asked weakly.

"And if we allow ourselves to become their next meal, Optimus and Arcee will never make it home. We must get the groundbridge operational." Ratchet replied determinedly.

"Then we can use the groundbridge to send them anywhere on Earth." Gwen offered.

"Why not the arctic?" suggested Ben. "You told us that they don't do cold."

"And if that doesn't work, you could always go Big Chill." Kevin added, referring to Ben.

"Hmm…given the body mass of the scraplets, subzero temperatures should freeze them on contact. Now think Ratchet…the only way the groundbridge could not be receiving power…is if there's a breach in the Energon fuel line." Ratchet concluded his face lighting up from realization.

"If we weren't breaching," Bulkhead noted. "Problem is how do we get one of us back there to fix it?"

"Tell us where it is and we'll take care of it." Ben demanded, his, Gwen and Kevin's faces portraying seriousness.

…

Team 10 walked down a narrow corridor that had a huge pipe running down the right side. This was the Energon fuel line that provided power to the groundbridge. They made sure to walk carefully, not to disturb the groups of scraplets littering the hallway. Kevin especially made sure to be cautious around them.

"Remember, we're not made of metal…" Ben paused as he looked at Kevin with a sly smile. "Unless of course you absorb some metal Kev then yah you're pretty screwed."

Unexpectedly, Kevin shuddered, recalling the incident that happened earlier with Bulkhead and a swarm of scraplets. Both Tennyson cousins glanced at their Osmosian friend skeptically.

"Kevin, you okay?" asked Gwen.

"Y-y-yeah, I'm fine." His eyes then caught something ahead. He pointed towards it, and said, "There's the breach."

They looked forward to see blue liquid leaking out of the bottom of the pipe. Team 10 rushed forward and examined the gash. Kevin knelled in front of it and placed his hands on the pipe. He closed his eyes and he concentrated. Miraculously, the metal around the gash began to expand until it was promptly closed, sealing the breach.

"There, good as new." Kevin smiled.

"Now we need to get back to the command center before the scraplets do." Ben said.

Suddenly, a flying horde of scraplets passed by the trio and resumed down the corridor at fast speed.

"They're getting ready to feed!" Kevin shouted.

"Oh no they're not," Ben stated.

He swiftly activated the Omnitrix, scrolled through the library until the found the alien he wanted, and slammed it back down.

A flash of emerald engulfed the corridor, when it died down; standing in Ben's place was something Gwen and Kevin did not expect. It was a four foot tall blue lizard-like reptile that stood on four feet. Its legs, back, and arms were attired in tight black clothing while its white shelled chest was exposed, with the Omnitrix dial on it. Four pointed, blue spikes started from his head and went down his spin. Its reptilian face was blue and had black streaks around its green eyes.

"**Articguanna," **

The blue lizard immediately leaped forward at an incredible distance and height. In mid-air, Articguanna inhaled deeply and exhaled a blast ray of subzero energy. The bluish-white breathe caught up to the back of the swarm, and instantly froze them. However, a good number of scraplets escaped the freeze ray and were still heading towards the main ops.

As soon as Gwen and Kevin caught up, Articguanna turned back and said, "You guys stay here and crush these frozen bugs before they can thaw. I'll take care of the rest."

Leaving no room for argument, Ben ran down the hallway at a quick speed the Anodite and Osmosian didn't think he was capable of.

…

**Arctic **

Optimus and Arcee continued to lay in the snow, losing their energy rapidly; both coming closer to death by the minute.

"You know the worst part, after battling 'Cons all these years, smacked down, shot at, blown up…this is how are lights go out?" Arcee said weakly, slowly inching towards unconsciousness.

"Arcee," Optimus said gravely. "This may not be the finish that we had planned. But…if this is indeed the end, if we are to become one with the All-Spark,"

Arcee reached out her left servo and placed it over Optimus's larger servo. He, in turn, turned his hand upside, able to hold hers tightly.

"It's been an honor serving with you, Optimus Prime." Arcee proclaimed.

The femme, at that moment, believed that this was the end. There were so many things she wanted to do and see. For example, would Team Prime finally end the war with the 'Cons along with their newest additions in Team 10? Would they ever live to see Cybertron restored to its former glory? And…more personally…how would her relationship with Ben turn out?

Would it remain as a friendship…or perhaps…develop into something else?

Well, it appears that Arcee will never get to know. Sadly, she shut off her optics, awaiting her fate.

'_Some many things I wanted to do and see…but at least I'll be reunited with my sisters, Tailgate, and Cliffjumper in the All-Spark.' _Arcee thought.

Her thoughts then drifted to Ben. Even though she had only known him for a couple of weeks, Arcee could already feel some connection with him. She didn't know what is what, but she had hoped to find out later down the line. Unfortunately, that moment would never come.

'_I'm sorry Ben…' _The blue femme said inwardly, just before she passed out.

…

**Autobot Outpost**

Articguanna rushed into the command center from the main corridor. He looked up to see the humongous scraplet swarm flying in circles overhead Bulkhead, Bumblebee, and Ratchet like hungry vultures. The Polar Manzardill quickly jumped all the way from the floor to the railing of the human center.

He looked up and narrowed his eyes at the metal eating vermin.

_'No time to open the groundbridge and send these things through. No need though, I can already produce temperatures colder than the arctic anyway.' _Ben thought.

"Time to cool these pests down," Articguanna quipped.

Ben reared back his head as he inhaled deeply, and finally exhaled another ray of subzero temperatures. The freezing energy reached the scraplets position at the top of the ceiling. In seconds, the top of the mesa and rafters was instantly covered in deep sheets of ice. The scraplet swarm was promptly frozen within the ice, locked in stasis, each and every one of them.

"Now that was cool." Ben remarked.

"Ugh…" Ratchet groaned as he struggled to get to his feet. "T-the breach?"

Articguanna's eyes widened, he was so focused on the scraplets he forgot to tell Ratchet the rupture in the fuel pipe was sealed.

"The breach has been fixed; fire up the groundbridge quick!"

The fatigue medic steadily got to his pedes and pulled the lever down, only to collapse face forward. At that moment, Gwen and Kevin sprinted back in the main ops room. Their attention was drawn to the icy ceiling above for a moment, and then averted to the working groundbridge.

Articguanna leaped off the railing and right at the entrance of the portal. Gwen and Kevin rushed up behind him and stopped, staring at the vortex with anxious and worried miens. A minute passed, and nothing came through. Ben was starting to get really apprehensive.

"Something's wrong. I have to go get them!" said Articguanna.

"No, wait!" Gwen asserted, pointing towards the swirling colorful portal.

Like a miracle, Optimus and Arcee slowly limped through the bridge, both covered in ice and snow and appeared to be fairly weak. Team 10 couldn't help but smile out of relief, though they were both closed to freezing to death, they were still alive. The same can be said for the other Autobots who could've been eaten today, if it weren't for the super-powered trio.

…

Hours later, (after the scraplets had been sweep up and disposed of) Team Prime was in the medical ward, recovering from their injuries, whether it be frost bit or scraplet marks. To hasten the recovery process, Ben had turned into Upgrade and merged with the medical equipment. Gwen tried using her mana to help heal the 'Bots, but as was expected, her powers had no effect in healing them. Though the Autobots were sentient, they were still machines.

Currently, Upgrade is merged with a piece of medical equipment plugged up into both Arcee and Bumblebee, who were lying on berths. His upgrading power to machinery allows him to help both 'Bots in unison. Kevin is typing on a laptop that is hooked up to Bulkhead, while Gwen is checking on Bumblebee's status.

Bulkhead leaned against the wall whilst Ratchet and Optimus sat on concrete slabs along the human platforms, monitoring Team 10's work.

"Check bio-metric readings," ordered Ratchet.

Kevin studied the results on the computer screen before turning back with a thumbs-up. "Levels rising, doc,"

"Excellent," Ratchet then turned his gaze to Gwen and a black/green piece of machinery with tubes connecting to Arcee and 'Bee. "Upgrade, Gwen how are Arcee and Bumblebee statuses?"

"Core temperature returning to normal and vitals are stabilizing." Upgrade diagnosed.

"Yep, though I can't help heal you guys, I can still tell when your bodies are getting better, and they are." Gwen informed.

"Good work," Ratchet appraised.

"Perhaps you should get some rest, old friend." Optimus advocated. "You saved a lot of lives today."

"It…wasn't all my doing." Ratchet replied modestly, looking at Team 10 as they continued working on the rest of the team. "We are just fortunate that this infestation happened on…a Saturday."

"Though our friends may be small, they are still strong." Optimus asserted humbly.

"Yes and their…unusual abilities did give us quite an advantage over the scraplets. If it weren't for them…well…then you and I wouldn't be here having this conversation." Ratchet implied.

Optimus was silent for a moment, pondering over a specific topic. "Hmm…perhaps it is time that I consider allowing our three young friends into the field. Though it will put their lives in danger, they have proved themselves time and time again that they are ready for the challenge."

Ratchet smirked. "Starscream and the 'Cons better watch out then,"

…

**A/N: I hope you enjoyed it. I'm sad to say, this will be my last update for a while. I'm taking a few day break from writing to rest my mind. Plus, school has started back and I'm most likely going to be busy for a while. Don't worry, I'll try and update every weekend when I can. **

**Well, I'm sure Ben could've easily gone Big Chill or even Ultimate Big Chill and stopped the infestation quickly, but that wouldn't have been as much fun and suspenseful. **

**I liked to make an announcement: just in case you're wondering, Way Big, Ultimate Way Big, and…Alien X will make appearances later down the road. Alien X will probably be way later. Way Big will be a few chapters away though. I just thought I'd come out and say this for any who were curious. **

**Please leave any comments, suggestions, and critique in the review box. Until then…**


	9. Con Job

**A/N: I would like to apologize for the wait. I've been preoccupied with school, sports, and have been too tired to write. You know how it is. **

**Anyways, before I continue, I thought I should announce the Omniverse aliens that will make an appearance in this story (one of them in this chapter): Shocksquatch, Gravattack, Feedback, Bloxx, Ball Weevil, Kickin' Hawk, Astrodactyl, and Crashhopper.**

**Again, I'm sorry for the wait, and I just wanted to say that I greatly appreciate your support. I wasn't so sure how this story was going to do after the reviews I received in the first chapter, but I am very proud of this story. Thank you all. Now on with the story. **

…

**Ben 10: Prime Force**

**Chapter 8: Con Job**

…

**Autobot Outpost**

It was morning in Nevada. The horizon was a warm yellow as the bright orb that was the sun rose higher into the sky; the clouds were various shades of dusty pink and purple. This landscape is filled with desert mesas, plateaus, and canyons. One of these mesas specifically is a former missile silo that now serves as the base of operations for the Autobots and the temporary home for Team 10.

Inside the base, Bulkhead and Kevin stroll down the main corridor and into the command center. Kevin walks by Bulk's right side at a safe distance, carrying a red tin toolbox. Oil and sweat stains are noticeable on Kevin's face, shirt, and jeans.

"Hooh, okay…all the damage caused by the scraplets is repaired." Kevin said. "Now, how 'bout we go for some dune-bashing, huh?"

"Hmm…I don't know, Kev. Last week I spent a week getting sand out of my articulators." The wrecker then noticed the somewhat disappointed mien on his friend's face. "But there is a monster truck rally in town."

This immediately brought a grin to the messy haired teen. One thing he and Bulkhead shared was their passion for crushing things, or watching things get crushed. Either way it was still pretty fun.

As the duo entered the main ops, they noticed the other 'Bots gathering near Ratchet who was standing by the terminal as usual. Ben and Gwen were in human center, leaning on the railing nearest to Ratchet's position, starring at the three large monitors.

"Optimus, I'm receiving a signal on a restricted band." The medic notified, turning his helm around to face his leader. "It appears to coming from a starship inside this solar system." He typed a few commands into the keyboard to gain some better understanding on the ship. He almost gasped when the results came in. "It's an Autobot identification beacon."

Ben turned his attention from the monitors to the Autobots. "So there are other 'Bots out there?"

"The masses scattered to the galaxy when Cybertron finally went dark." Arcee answered. Then her expression grew more serious. "But…'Cons have been known to bait traps with false beacons."

Hearing that fact, Optimus turned his gaze back to the screens. "Unknown vessel this is Autobot Outpost Omega-1, identify yourself."

For a second, there nothing but static, until a male voice replied, _"I've had warmer welcomes from Decepticon combat brigades."_

Suddenly, after hearing that voice, Bulkhead's optics widened as his demeanor became more elated.

"Wheeljack?!" The green Wrecker laughed a bit as he stepped closer to the monitors. "You old 'Con crusher what are you doing all the way out here?"

"_Bulkhead? Is that you?" _The bot known as Wheeljack asked. _"What's with all the security?"_

"The rock we're on is crawling with 'Cons. How soon can you get here and even the odds?" inquired Bulkhead.

"_Sometime tomorrow, if I put metal to the pedal," _Wheeljack replied.

During the exchange, Kevin had made his way up to the human area, and kept close to the railing near Bulkhead. Ben and Gwen, seeing their friend covered in oil stains, kept a relatively good distance away from him.

"Another 'Bot's coming here, huh…how cool is that?" Kevin noted with a smile.

"Wheeljack," Optimus said, recalling what info he possessed of the well-known Wrecker. "I know him from reputation only." He looked to Bulkhead. "Can you verify his voiceprint?"

"He is one thousand percent the real deal, Optimus." Bulkhead answered excitedly.

The Autobot leader nodded before turning back to the monitors. "We will send landing coordinates, Wheeljack. Safe journey,"

"See yah soon buddy! I'll make sure you get a proper welcome." Bulkhead added before the transmission was shut off.

Arcee stepped toward Bulkhead and asked in a teasing matter, "So who's the boyfriend?"

"Ha-ha, me and Jacky go way back. We were part of the same war unit, the Wreckers!" Bulkhead responded, smashing his fist together for emphasis. "Which means the 'Cons are gonna wish he never found us."

…

**The **_**Nemesis**_

The Decepticon warship glided high in the morning sky, through the thick accumulations of pinkish-purple clouds. Inside the bridge, Soundwave stood behind Starscream, replaying a transmission he picked up on earlier.

"_Wheeljack?! You old 'Cons crusher what are you doing all the way out here?!" _Bulkhead's voice replayed.

"_Bulkhead? Is that you? What's with all the security?" _Wheeljack's voice replayed.

"_The rock we're on is crawling with 'Cons. How soon can you get here and even the odds?"_

"_Sometime tomorrow, if I put metal to the pedal," _

As the message replayed, various scans of known Autobots shifted on Soundwave's visor until it finally stopped a specific scan of a mech.

"A war hero, hmm," Starscream stated, and then looked at the floor contemplatively. He knew that if the Autobots were allowed to extend their numbers by even one, it wouldn't bode well for the Decepticon cause; especially with those three super-powered humans now in their ranks.

In the past three weeks since Megatron's demise, Soundwave scanned through the video surveillance on the _Nemesis_, and discovered just how the Autobots were able to break in and rescue their human prisoner, Special Agent William Fowler. He also found some other things that immediately startled Starscream, and even shocked Soundwave a bit.

On the video feed, alongside the Autobots, were the raven haired human male and the auburn haired human female that Soundwave encountered at the Size-Array. The male was completely covered in green metal armor and appeared to be able to morph his limbs into tools, and tear their Vehicon troopers apart easily. The female appeared to be able to summon unknown energy in her palms and fire them at the Vehicons in the form of pink disks.

However, it was the third being that really grabbed Starscream's attention. It was a black and green Vehicon that appeared to be more advanced. The new leader instantly presumed one of their own had gone traitor, until Soundwave played another clip. He replayed the scene of Upgrade/Vehicon getting shot at, de-morphing from the Vehicon, and Upgrade reforming back to his bipedal form before transforming back to Ben.

Starscream was utterly speechless when he saw it; he is still kind of speechless when he thinks about it. That strange black and green creature transformed into a human. But how? Upon watching further, he discovered that this human was capable of transforming into different types of creatures, each with their own unique ability.

Upon seeing the green hour glass disk on the chest of his multiple transformations, Soundwave pointed out that the diamond-based being he encountered was obviously this human. Watching further, Starscream discovered that this human was able to transform with the aid of some device on his wrist.

He didn't know what it is, but he knew that it must be powerful…and that he MUST have it if he is to destroy the Autobots and conquer the Earth. The egocentric seeker was already thinking up plans in luring him or the other two out and capturing them.

However, at the moment, his main concern was ensuring that this…Wheeljack didn't make it to the Autobots. Bad enough the Autobots have those three super-powered humans; they didn't need them adding another 'Bot to their ranks.

"We haven't much time." Starscream turned his attention down the pathway of the bridge. "Makeshift,"

Stepping out of the shadows was a lean, broad-shouldered bot whose color scheme and appearance was shrouded from the darkness. The only features noticeable were the multiple spikes on Makeshift's head, shoulders, and back and his bright white optics.

Suddenly, one of Soundwave's tentacles (now repaired) extended from his body and connected into Makeshift's chest. Remarkably, Makeshift's body shifted until it became totally unrecognizable as the Decepticon spymaster uploaded specs of Wheeljack's body appearance and voice print.

"_See yah soon buddy! I'll make sure you get a proper welcome." _

"I too know how to prepare…a proper welcome." Starscream sneered evilly.

…

**Autobot Outpost**

The Autobots and Team 10 were gathered in the main ops center, watching the monitor that portrayed Wheeljack's ship approaching the landing coordinates the 'Bots provided him.

"Wheeljack's ship is approaching the landing zone." Arcee noted.

"You think he's here to visit?" asked Gwen.

"Maybe he'll stay." Kevin implied. "Hmm…he'll have to find his own partner though."

Their attention was grabbed by Ratchet as he typed onto the groundbridge terminal. "Groundbridge cycling up, it appears those repairs you made as Upgrade have done the trick, Ben."

"No problem Ratchet," Ben replied. He then turned to look at Optimus. "So Wheeljack is going to land half way across the world, and then you're going to groundbridge him here?"

"We cannot risk revealing the location of our base, just in case the Decepticons are tracking Wheeljack's ship." Optimus answered.

Ben nodded in understanding, seeing the logic in that decision.

Kevin was leaning against the railing, watching Bulkhead as he paced back and forth, having trouble suppressing his excitement.

"Dude, I've never seen you so stoked." Kevin admitted.

"Oh you're going to love Wheeljack! We were like brothers, and tonight, we are going to party!" Bulkhead said elatedly.

"Suh-weet," Kevin grinned.

Suddenly, the alarm in the base went off. Ratchet looked back at the terminal, and could see at least twenty red Decepticon signatures tailing Wheeljack's blue signal.

"Bogies, a lot of them," Arcee's optics narrowed. "Closing fast on Wheeljack's position,"

"'Con scum!" Bulkhead added disdainfully.

"Ratchet, open the groundbridge, we must aid Wheeljack." Optimus ordered.

Ben, Gwen, and Kevin stepped closer to the railing of the platforms. "Let us come with, you might need us."

Optimus glanced back at Team 10, and thought it over for a moment before he nodded. "Very well, but be careful."

"Aren't we always," Ben grinned.

Gwen summoned some mana steps that allowed the trio to quickly get down from the human center to the entrance of the groundbridge tunnel. Bumblebee, Bulkhead, and Arcee were already there ready to go.

"Come on Ratchet, open the groundbridge." Bulkhead demanded impatiently.

After entering the coordinates, the medic pulled down the lever, causing bright greenish-blue light to engulf the tunnel as a swirling vortex took shape.

"I'll prepare sick bay." stated Ratchet.

Bulkhead laughed. "Who for? The 'Cons? This is Wheeljack we're talking about."

With that said, Optimus, Bulkhead, 'Bee and Arcee rushed into the portal first, Team 10 sprinted in just behind them.

…

**Egypt **

The Autobots and Team 10 jumped out of the groundbridge vortex and onto a sandy surface. Upon arriving at their destination, the alien trio realized that they were in Egypt, considering they could see the Pyramid of Giza in the distance.

But what really caught their attention was the brawl between twenty Eradicons (the flying versions of Vehicons) and a white Autobot with green and red highlights. This Autobot known as Wheeljack was holding his ground against the 'Cons with just two katana style swords. They witnessed Wheeljack offline three drones in swift motion; however, there were still plenty more.

Kevin touched Bulkhead's leg and absorbed his green armor whilst Gwen charged up her palms with mana and Ben activated the Omnitrix. Optimus and the 'Bots deployed their right arm blasters and fired away at the 'Cons.

As he charged forward, Bulkhead picked up Kevin and through him towards an Eradicon. In mid-flight, the Osmosian teen morphed his hands into spiked maces and slammed them into the drone's chest, promptly off-lining it in the process as it fell backwards. Kevin leaped off the robot and onto another one, and started punching it hard.

"Oh yeah! You want a piece of me, 'Con!?" taunted Kevin as he punched the drone.

Gwen discharged multiple rounds of mana disks at the 'Cons that seared their armor. She saw that she was causing some damage, just not enough. The Anodite teen closed her eyes momentarily and focused on her abilities. When she gained enough concentration, she summoned a lot of mana into her hands.

"Turbo!"

All of a sudden, a twister of pink energy manifested from Gwen's palms and heads straight towards a small group of three. The Eradicons cease firing and watch the pink tornado with blank visors. Before the 'Cons could make a run for it, the twister of mana sucked in the Eradicon trio and quickly ripped them to pieces, throwing their dismembered body parts everywhere.

"**Nice one, Gwen." **Bumblebee complimented as he fired away at the rest of the Decepticons.

"Thanks," Gwen smiled.

Meanwhile, Ben stayed at the back for a short moment as he quickly scrolled through the Omnitrix playlist. When he found the alien he wanted, he tapped the icon, allowing the faceplate to slid back and the core to pop out.

"This looks like a job for Humungousaur!" Ben yelled, slapping down the dial.

Bright emerald light illuminated the desert area. When the green light faded away, standing in Ben's place was a seven foot tall humanoid with a lean muscular body and a single cycloptic green eye that beamed with confidence. Its skin was primarily black whilst its chest and torso was green. On top of its head are two long antennas with golden plugin tips at the end, along with a tail that is built similar to its antennas. Attached to its forearms, shoulders, and hip are golden bolts that resemble batteries. Its fingers are comprised of square-shaped, golden plugins that are closely similar to the plugins on its antennas and tail.

"**Feedback," **shouted Ben.

The teen hero paused as he examined himself, his expression then became annoyed as he glanced at the Omnitrix dial on his green chest. "Oh come on Omnitrix! Why are you messing up now?" He then shrugged. "Eh oh well, I can work with this. Besides, Feedback is awesome!"

Feedback ran forward into the battle, a cocky smirk adorning his face. Bending his knees, he leaped upward, landed on the chassis of an Eradicon, and stabbed his antenna plugins into its shoulders. Blue electricity coursed from the robot and into Feedback's body.

"I'll take that energy thank you. I don't call this guy Feedback for nothing."

After a few seconds, the red horizontal visor of the drone went dark and began falling forward; all the energy being sucked out of it. The Conductoid climbed onto its shoulders and used the dead 'Con as a springboard to jump forward. While in mid-air, he aimed his fingertip plugins at a 'Con fighting Arcee.

Blue electricity discharged from Feedback's fingers and struck the Eradicon. Before Arcee could engage, electric bolts danced over the drone. The Decepticon danced comically for a moment before it finally collapsed to the ground dead. Arcee glanced up to see Ben in a form she's never seen before, and smiled impishly at him.

Feedback landed right in front of a trio of Eradicons, the only ones who weren't engaged with the 'Bots or Gwen and Kevin. The Eradicons turned and trained their blasters on Ben, but all Feedback did was cross his arms over his chest and grinned self-confidently.

"So…I guess you guys wouldn't consider surrendering peacefully, huh?"

In response, the 'Cons blaster began to whine, indicating they were prepared to fire. Feedback's grin only grew larger.

"If that's the case, then by all means…hit me with everything you got scrapheaps!" exclaimed Ben.

Without hesitation, the Eradicons unleashed a folly of red energy blasts upon Feedback. Nevertheless, the Conductoid stood stationary, putting the ends of his antennas and tail right in front of him.

Remarkably, each Energon blasts were sucked into the plugin tips of Feedback's antennas and tail. This continued for half a minute before the three Decepticons stopped firing, shocked that their weapons inflicted no harm on their target.

"Hey that was pretty good." Ben then held out his arms. "But I can top that any day!"

Without warning, three blue bolts of electricity fired out from Feedback's fingers and towards the Eradicons. The drone trio was immediately blown off of their feet and went careening backwards. They rolled across the ground in different directions, smoke billowing off their bodies, whilst their visors went dark.

Ben watched, feeling a sense of nostalgia course through him. Despite his history with this form, he always loved turning into it.

"Alright! Feedback rules!" Ben stated.

Barely a minute into it and the twenty Eradicons were already destroyed. The Autobots and Team 10 regrouped in the center of the battlefield where dead Decepticon drones lied around them. They watched Wheeljack sheath his katana blades on his back as he proceeded towards them.

"Wow, Wheeljack sure knows how to fight." Feedback commented.

"Ha, what did I tell yah?" Bulkhead smirked.

"You missed one," Arcee said, pointing to a 'Con on the ground, trying to raise its blaster.

Wheeljack swiftly deployed his blaster and shot the Eradicon's head off, before shifting his blaster back to a servo. Bulkhead got at the front of the group, his expression portraying his obvious excitement.

"If this is all you got, the planet is even in worse trouble than I thought." quipped Wheeljack.

Instantly, Bulkhead ran forward and pulled the white Autobot into a tight bear hug, clearly happy to see his old friend.

"Jacky!"

The team watched on at reunion of the two Wreckers.

"Whoa, easy there you old wrecking ball." Wheeljack said, still being trapped in Bulkhead's hug.

Bulkhead finally set his friend back down, letting Wheeljack breathe heavily for unneeded air. When he regained his composure his optics immediately honed in on Feedback, Gwen, and Kevin.

"Huh…who are they?" Wheeljack asked, pointing to Team 10.

"These are our friends. That's my other best friend Kevin, that's Gwen, and that over there is Ben." Bulkhead introduced.

Wheeljack's optic brow lifted as he looked at them skeptically. "Other than the fact that your buddy Kevin is covered in metal and there is pink energy radiating off of Gwen's hands, I can tell their Earthlings." He turned his optics towards Feedback. "But what exactly is he?"

"I'm an alien, more specifically a Conductoid. But this really isn't what I look like." Feedback answered.

He slapped the Omnitrix dial, and in a flash of green, Feedback reverted back to Ben. Wheeljack's optics widened, astonished at what transpired.

"This is what I really look like. I'm just a plain ole human." Ben replied.

"How did you?" Wheeljack trailed off, still shocked.

"Explanations can come later. Right now, let us return to base before the Decepticons send reinforcements." Optimus stated.

…

**Autobot Outpost **

Later, back at Autobot base, the team had arrived back from Egypt and was welcoming Wheeljack. They explained everything that has happened from arriving on Earth, Cliffjumper's demise, meeting Team 10 and going through their origins and powers, and finally…the defeat of Megatron.

Wheeljack seemed pretty shocked to hear the side of Team 10, but who could blame him? However, he later came to accept it.

After the introductions were over, Optimus stepped forward with a serious expression on his facial plate.

"What have you to report from your long journey, soldier?" Optimus asked.

"Been bouncing from rock to rock, searching for any signs of friend or foe, and now…I find both." Wheeljack replied.

Optimus nodded. "We are few, but strong. We have suffered losses, but we have grown…and we would relish bringing a new member into our fold."

Wheeljack smiled. "I would be honored."

"Then let's get this party started!" Bulkhead exclaimed, and then slapped his hand on Wheeljack's back.

The white Wrecker quickly recovered though and both he and Bulkhead pumped their metal chassis together in a thrilled matter.

Standing from the terminal, Ratchet only groaned. "Oh joy,"

…

**The **_**Nemesis**_

Walking down one of the many long, dark corridors of the Decepticon warship was Starscream and Soundwave. The former was debriefing the spymaster on recent developments in his latest scheme to uncover the location of the Autobot base.

"The moment Makeshift stepped through the Autobot's groundbridge; we lost contact with his tracking signal." Starscream paused as he slightly growled. "The Autobot base is no doubt heavily shielded to prevent us from locating it. Ugh…no matter," The duo stepped up to a door that was guardian by Vehicons on either side. "I have complete faith in Makeshift."

The doors slide open, allowing the Decepticon leader and the silent spymaster to step through. In the center of the room, suspended off the ground by high-tech cuffs, was a white Autobot with red and green highlights. The room itself was dark and dimly lit by the purple electric bolts that kept the Autobot Wheeljack suspended in the air.

"Our inside man is already inside." noted Starscream.

Upon hearing Screamer's voice, Wheeljack weakly lifted up his helm, and stated, "Tell Megatron he's fragged in the head if he thinks Bulkhead won't sniff out an imposter."

Starscream chuckled lightly before he boasted, "Haven't you heard? I am the leader of the Decepticons now."

"You?" Wheeljack scoffed. "Ha!"

Starscream clinched his servos and his growled furiously. The egocentric seeker reared back his talons and prepared to stab them into Wheeljack's spark chamber; however, his arm was quickly grabbed by Soundwave. Feeling the spymaster grab his arm, Starscream allowed himself to calm down.

"Yes, yes he may serve as some use to us." Starscream turned back to Wheeljack and sneered. "Makeshift is very good at keeping up appearances. He need only to fool your friends long enough to open their groundbridge from within, so that I may finally learn to location of the Autobot base…and send in my strike team to stain its floors with the spilled Energon of Optimus Prime."

…

**Autobot Outpost **

In the main ops center, the Autobots and Team 10 were celebrating the arrival of Wheeljack. Kevin had put on some rock music to spice up the atmosphere. Arcee was leaning near the human platform whilst Ben sat on the ledge next to her. Kevin, Gwen, and Bumblebee were on the other side of the platform. All of them were watching Wheeljack and Bulkhead throw a huge metal ball back-and-forth to one another.

"Come on Jacky! Show me what you got!" Bulkhead yelled as he forcefully threw the ball at him.

Wheeljack grunted as he caught and slid back on his feet. He stepped forward and threw it back to Bulk, who too slid back on his feet as he caught the hulky ball.

"Ha-ha-ha, nice lob." Bulkhead commented before he threw the ball back at him.

"So…what are we watching?" asked a curious Ben.

"It's called lobbing; the favorite pastime on Cybertron, especially amongst the warrior class." Arcee answered, still watching the Wrecker duo throw the lobbing ball.

"Wait…so where's Optimus?" The teen hero inquired.

"Went for a drive," replied Arcee, "Prime's don't party."

"Coming at yah!" yelled Bulkhead as he threw the lobbing ball.

However, the ball was thrown too high as it grazed off of Wheeljack's fingertips and hit the wall, leaving a noticeable dent in the concrete. It came down from the wall and crashed onto the groundbridge terminal, causing Ratchet to back up and shot the Wrecker duo an annoying glare.

"You know…I am attempting to perform _sensitive_ calibrations here!" Ratchet asserted, putting emphasis on the 'sensitive'.

Wheeljack went to pick up the lobbing ball before the turned back to Ratchet with a grin on his face.

"Sorry doc, I guess we're charged up." He quipped. Wheeljack then paused to look at the groundbridge tunnel. "So you built this groundbridge from scratch, huh?"

"I did." responded Ratchet as he began working on the controls.

"That's quite a feat of engineering." The White Autobot praised.

A prideful smile grew on the medic's expression. "Yes, yes it is."

Wheeljack narrowed his blue optics, continuing to glare at Ratchet's back. "Is…something wrong with it?"

"Not much. Most of the damage done from the scraplet infestation was repaired by Ben. Nevertheless, it still needs to be recalibrated. I had to put in shut down."

"But…what if you need to use it?" probed Wheeljack.

"Oh I can't disrupt the defragmenting process without causing irreparable damage." Ratchet responded.

"So…" Wheeljack turned to face Ratchet, his cerulean optics narrowing further. "How long will the defrag take?"

Ratchet was silent for a short moment before he replied, "A few hours…if we're lucky. Hmph…maybe longer,"

"Huh,"

Wheeljack then turned his attention away from Ratchet and proceeded back to his lobbing match with Bulkhead. Meanwhile, a certain auburn haired teen had been listening in on the conversation from the computer area in the human center. She narrowed her emerald eyes at the white Autobot as he continued throwing the hulky metal ball at Bulkhead.

Gwen was a bit concerned. In her opinion, Wheeljack sounded a bit too curious with the status of the groundbridge. The questions that he asked just made her a bit suspicious. Just to be on the safe side, Gwen decided to user her powers to scan Wheeljack's spark.

Gwen's eyes illuminated pink, feeling one with the mana all around her. But she was focused on one person specifically: Wheeljack. Unexpectedly, she felt a cold chill run up her spin. Her eyes went back to normal as she slightly gasped.

Wheeljack's spark felt cold. She has little experience in tracking or scanning Cybertronian sparks, but from what she knows so far is that Autobot sparks feel warm whilst Decepticon sparks feel cold. And Wheeljack's spark was definitely cold.

Gwen narrowed her eyes at the white Wrecker. "Hmm…something's definitely fishy here. I'll be keeping my eye on you, Wheeljack…if that is your name." She whispered.

…

**The **_**Nemesis**_

Inside the bridge, Starscream stood by the high-tech monitors, pacing back-and-forth. It has been at least an hour since Makeshift went through the Autobot groundbridge, and Starscream has still heard no word from him. The arrogant seeker was growing ever impatient by the moment.

"Makeshift still hasn't opened their groundbridge or otherwise transmitted their coordinates!" growled Starscream. "His disguise may be flawless, but he won't fool the Autobots forever."

…

**Autobot Outpost**

In the command center, Bulkhead was telling an old war story to Arcee, Bumblebee, and Team 10 who listened attentively, especially Kevin. Wheeljack leaned against the platform, not really paying attention.

"So there we were: no communications, low on Energon, surrounded by 'Cons…so what does Wheeljack do?"

Kevin and Ben, who were seating on a concrete slab, leaned in closer, dying to hear what happened next. Gwen, though, sat on a railing further away, occasionally peaking glances at Wheeljack. She was still skeptical around him.

"Ha-ha, tell 'em Jacky."

Ben and Kevin looked at Wheeljack, awaiting an answer. The white Autobot blinked a couple times, coming out of his daze.

"I…uh…what I do best." He stuttered while giving a thumbs up.

"Ha-ha, he chunks his only grenade smack into the primary heat exchanger." Bulkhead said.

"Yeah…seemed like a good idea at the time." added Wheeljack.

"The joint went supernova!" Bulkhead finished as he threw up his arms for emphasis.

Ben and Kevin grinned, both enjoying the end to Bulkhead's war story.

"Awesome," complied Kevin.

"Totally awesome," added Ben.

"Ha-ha, yeah I'm still picking shrapnel out of my backside." Bulkhead said, scratching his back.

"I'm not surprised, given the size of your backside." Arcee mocked.

Bumblebee laughs, but in his whir and click language.

Wheeljack's turned his gaze to the groundbridge terminal, where Ratchet was still running a defragmenting program. His eyes narrowed in contempt manner.

"So there we are, one grenade, one shot…"Bulkhead paused as he glanced up at his friend. He notices the seemingly annoyed expression on his facial plate, and is confused by this. "Hey, you okay?"

"Uh?"

"You don't seem like yourself." The green Autobot replied.

"What do you mean?" Wheeljack probed, inwardly growing worried.

"I don't know…you just seem…quiet."

"I…ugh…I've been stuck in a can too long. I should go topside before I go crazy."

"I got patrol in the morning, you could come with?" offered Bulkhead.

"Well let's go now."

"And break up the party? Come on Jacky the gang is loving you. You gotta tell them about the Battle of Dark Mount Pass." Bulkhead implored gleefully.

"You tell them." He turned to look at Ben and Kevin. "Provided Kevin here shows me the rest of your base,"

"Well…uh…sure Jacky, go ahead." Bulkhead responded.

"Alright," Kevin hopped down from the slab and jumped onto the floor. He walked towards the main corridor, Wheeljack following behind him. "So I gotta ask, can you fly? You like cars? Have you smashed more 'Cons then me and Bulkhead combined?"

As the duo strolled down the hallway, the rest of the team immediately noticed the concerned look on Bulkhead's mien.

"You okay?" asked Arcee.

"Yeah…just…out of stories, I guess." Bulkhead muttered.

"Dude, don't tell my your jealous." Ben smirked as he crossed his arms over his chest.

"That Kevin's making a new friend? Come on!" The green Autobot then turned his gaze back to the main passageway, narrowing his optics. "It's just…something's not quite right about Wheeljack."

"Bulkhead…he's traveled across the galaxy. He could be rocket lagged or…well…'Bots do change you know." Arcee implied.

"Not Jacky," Bulkhead retorted, still not convinced.

Meanwhile, Gwen hopped down from the railing and walked over to Ben. When the brunette turned to acknowledge his cousin, he instantly noticed the serious look on her face.

"What's up?"

"I think Bulkhead is right. Something is not right with Wheeljack, Ben." Gwen said, inaudible to other ears.

"Come on, Gwen! Not you too. I mean, like Arcee pointed out, after being so long in a spaceship and alone, maybe he's just readjusting to living on a planet with other people." Ben suggested.

Gwen only shook her head in disapproval. "No Ben, there is definitely something cold about Wheeljack, I can feel it."

…

**The **_**Nemesis **_

Inside the brig, Wheeljack grunts as he pulls against his bindings, each attempt being in vain. The Vehicon stationed just by the door ambled towards the white Wrecker and grabbed him by the face.

"You're not going anywhere, Autobot!" The drone said smugly.

As the Vehicon let go and proceeded to walk away, Wheeljack lifted up his cuffed legs and wrapped them around the 'Con's helm. Immediately, the onyx and amethyst servant drone deployed its blaster and began shooting randomly.

"Blah, blah, blah," taunted Wheeljack.

The Vehicon continued firing a barrage of red energy blasts in front of him. Conveniently for Wheeljack, one of the stray shots hit the control terminal to his electric bindings. The mauve electricity in-between the cuffs and the ceiling disappeared, letting Wheeljack fall to the floor. The metal cuffs covering his servos snapped open, allowing him to throw them to the side.

He swiftly deployed his blaster and shot the head clean off of the Vehicon on the floor, Energon pooling onto the dark metal floor. Wheeljack let out a satisfied grunt before he marched out of the room.

…

**Autobot Outpost**

Wheeljack and Kevin were walking down one of the corridors of the Autobot base. The latter was just finishing up with his tour of the former missile silo.

"So that's pretty much it. Energon stockpile, power generator, armory…everything you need to blow the place sky high." Kevin joked.

Wheeljack turned his helm side-to-side before looking back down at the Osmosian teen. "Where's this bunker located exactly?"

"If I told you…" Kevin paused for dramatic effect. He then turned around with a serious demeanor. "I'd have to rip out your spark chamber."

Wheeljack's optics opened slightly, considering that he knew this human had unnatural abilities and could put up a good fight. Kevin's serious expression vanished and was replaced with a grin.

"Kidding, geez don't leak yourself." continued Kevin. "It's just outside Jasper, Nevada. Though I don't expect that to mean much to yah,"

"Can't say it does," Wheeljack replied as they resumed walking down the hallway. "So, anyway out of here besides bridging?"

"Why?" Kevin stopped, causing Wheeljack to stop as well. "You're not planning to leave already are you? Eh, follow me…I'll show yah."

Kevin turned the other way, Wheeljack keeping a few steps behind him.

…

Inside the main ops center, Ratchet was still busy working on the groundbridge terminal. The monitor showed that the defrag program was nearly complete and only required a few more minutes.

"Almost there," noted Ratchet as he continued typing.

Meanwhile, Bulkhead, Bumblebee, and Arcee were discussing about Wheeljack's strange behavior, Ben and Gwen listened in and occasionally added their input, mainly Gwen.

"Look I know Wheeljack better than anyone." Bulkhead said.

"Hey,"

Everyone turned their heads to the main corridor to see Wheeljack strolling out at a leisure pace. "What are you guys talking about?"

"Oh nothing," resumed Bulkhead. "I was just telling the guys about you and me, and the Battle of Dark Mount Pass."

"That's a heck of a story." Wheeljack stated.

"Uh huh, tell it!" Bulkhead narrowed his optics.

"Blah, blah, blah talk, talk, talk….how about we tell more stories after we go off-roading or something?" offered Kevin.

The green wrecker held up his large servo in a 'be quiet' matter. "Kevin, stay out of this!"

"Bulkhead…easy," Arcee scolded.

Ben and Gwen watched on from their place on the platform, next to the railing. Both were shocked and confused of what was developing here, Ben more so than Gwen.

"I'm not sure that I…"

"Tell it!" Bulkhead interjected.

Wheeljack glared at the green Autobot for a moment. Everyone in the base was silent. It wasn't but a few seconds that the white Wrecker finally broke the silence. "Fine, you want to live in the past, Bulkhead." Kevin rejoined Ben and Gwen on the platforms as everyone began to listen to Wheeljack. "The Wreckers were trapped between the Decepticon patrols and the smoldering pits. The 'Cons were vicious, barring down on us with everything they had. Me and Bulkhead engaged the enemy and left them for scrap, and then I made us a way out by using their backsides as stepping stones to cross the molten metal. Isn't that how it happened?"

"Yeah that's exactly how it happened." Bulkhead replied, prompting Wheeljack to grin. "Except for one little thing," Wheeljack's grin immediately disappeared as his blue optics opened wide. "I wasn't there."

Suddenly, everyone slightly gasped, stunned from this realization. Gwen looked on with narrowed eyes. She could see now that Wheeljack was gritting his teeth in anger. From that moment forward, the Anodite teen knew for certain that this wasn't Wheeljack, but instead an imposter.

"I had already left the Wreckers to join Optimus. But you wouldn't know that if you accessed Wheeljack's public service record." Bulkhead added, getting angrier by the second.

Wheeljack remained silent, contemplating on another possible way out of this predicament. However, there was no way, he was compromised. Wheeljack…or now Makeshift dashed for the human area and snatched up the nearest human, which in this case was Gwen. The imposter held Gwen tightly but not tight enough to squish her.

"Gwen!" Ben, Kevin, and Bumblebee cried.

Makeshift pushed Ratchet away from the groundbridge terminal, still holding Gwen in his large metal grip.

"Stand back or I'll squeeze her into pulp." Makeshift threatened in a cold, slightly raspy tone.

Immediately, Kevin absorbed the metal from the railing, coating himself in yellow armor whilst Ben activated the Omnitrix. After selecting the alien he wanted and allowing the dial to pop out, he swiftly slammed it back down.

A flash of green enveloped the base, causing everyone to shield their eyes and optics. After the light vanished, standing in Ben's place was a nine foot tall humanoid with red skin and broad chest and shoulders. It has four huge, muscular arms with three spikes on each shoulder and black fingerless gloves with green cuffs on each hand. It has four green eyes and what appears to be a mustache and a goatee on its face. It wears a black tank top with a large green stripe going up the middle, black pants, and a green and white belt with the Omnitrix symbol in the center.

"**Four Arms," **Ben shouted.

Four Arms bent his knees and jumped all the way to the other side of the platform, right in front of this apparent imposter. Makeshift looked on with wide optics at this creature, but still held Gwen firmly in his grasp.

"Stay back or the girl dies, you freak!" Makeshift yelled.

Ben growled, knowing he had no choice but to stand by. He couldn't risk Gwen getting squeezed to death, but all he needed though was an opening, and then he would attack.

Gwen squirmed in his grip, trying to at least pull her arms free but it was in vain. She turned her head to Makeshift and glared at him.

"Let me go!" She demanded but was ignored.

"Decepticon coward, let the girl go and face me!" Bulkhead roared, angrier than he has been in a long time.

Arcee, Bumblebee, Ratchet and Kevin stayed back, but were ready to jump in short notice, especially Kevin. He gritted his teeth in anger, glaring at the 'Con that held his girlfriend in a death grip. The Osmosian teen was fighting back the urge to engage and rip this robot to pieces. But Kevin made sure to keep his emotions under control, after all Gwen's life depended on it.

"Oh don't fret….plenty of fighting to come." Makeshift sneered evilly.

"Is there a real Wheeljack?" Four Arms asked with all four eyes still locked onto to the imposter.

"Oh indeed, and I expect that Lord Starscream is making sport of him." rasped Makeshift.

…

**The **_**Nemesis**_

The Decepticon warship leisurely glides through the inky blackness of night and huge accumulations of clouds. On the flight deck, Starscream and Soundwave stand before an entire armada of Eradicons, ready to deploy at any minute. The silver seeker paces back and forth, his patience running thinner by the second.

"Are you certain we are at the coordinates that you supplied to Makeshift?" inquired Starscream.

Soundwave simply nodded his helm.

"Then what is taking him?!" Starscream shouted.

"Maybe they gave your boy a hero's welcome." A voice called out. Starscream turned around to see Wheeljack walking towards him, anger evident on his features. "He got the warm and fuzzies and decided to switch sides." The experienced soldier deployed his face mask.

Though Starscream was shocked that Wheeljack had somehow managed to escape, he still kept his calm, superior demeanor. "Do you not see that you are vastly outnumbered?" Starscream mocked, motioning towards the squadron of drones behind him.

"I see fellows who might vastly enjoy watching me pound some dents into you." Wheeljack countered, cracking his metallic knuckles together while doing so.

Starscream gritted his teeth in anger. "Ugh…destroy him!"

The front line of the Eradicons immediately opened fire on Wheeljack. The white Wrecker unsheathed the two katana blades off his back and crossed them to make an X in front of him. Without hesitation, Wheeljack charged forward while deflecting the Energon blasts fired at him. Some of the deflected projectiles went back and off-lined a few drones in the process.

Wheeljack sprung forward, thus starting the beat-down.

…

**Autobot Outpost **

Inside the main ops center, everyone still stood by as Makeshift typed one handed on the groundbridge terminal. The others wouldn't dare engage out of fear of putting Gwen's life in jeopardy. The Wheeljack doppelganger smirked as the computer bleeped and showed that the defrag process was complete.

"About time," Makeshift commented before he pulled down the lever.

The rings in the groundbridge tunnel brightened until a swirling greenish-blue portal opened at the far end.

"Mwhahaha," Makeshift laughed manically. "Let's get this party started!"

Gwen continued to struggle against the doppelganger's grip. Realizing that she wouldn't be able to overpower him, she decided to take on another approach. The auburn haired teen turned her head to the 'Cons helm. All of a sudden, Gwen's eyes illuminated a bright pink as twin rays of mana discharged from her eyes. The mana rays struck Makeshift in the face, just centimeters beneath his optics.

"AAWWWWW!" The Decepticon intruder instantly dropped Gwen and held his burning face.

Gwen summoned a mana panel mid-air and created more to get out of the way. Seeing the golden opening, Four Arms leaped forward, reared back both his right fists and slammed them into Makeshift's chassis. A loud clang and large dent was created, causing the imposter to stumble backwards wildly.

The 'Con turned his body 180, trying to correct himself; however, he was met with Bulkhead's mace to the face. Another metal-on-metal clang echoed through the command center as Makeshift collapsed to the floor in front of the groundbridge tunnel.

Four Arms, Bulkhead, Kevin, and the others all started closing in in front of Makeshift's down form. The doppelganger quickly regained his bearings as he shook off the hit. He returned to his feet and stood in front of the groundbridge entrance, a smug smile present on his face that was leaking Energon.

"Insolent worms! It doesn't matter what you do, you're all doomed!" boasted Makeshift.

"I wouldn't say that." Another voice called out.

The copycat barely had time to respond as a white Cybertronian jumped out of the swirling portal and slammed both feet into his back while in mid-air. The forceful kick sent Makeshift colliding into the side of the concrete platform wall.

The Autobot and Team 10 all looked on in shock and relief to see Wheeljack, the real Wheeljack, standing before them. Gwen's eyes lit up pink once more as she scanned his spark signature. A smile graced her lips as she could feel the warmness irradiating from this 'Bots spark. _This_ was the real Wheeljack.

He held both katana swords in both servos as he stepped forward. The infamous Wrecker turned to Ratchet who was again standing by the groundbridge controls.

"I'd shut that hole before the stink comes through." Wheeljack recommended.

…

**The **_**Nemesis**_

Starscream's red optics fluttered opened as he slowly got to his hands and knees. He looked around him to see nearly half of his armada was off-lined. Some were killed by either Energon blasts or were cut to pieces by Wheeljack. His crimson optics then instantly caught sight of the turquoise portal floating before them.

With Energon leaking from his mouth, Starscream barked, "Into the groundbridge now!"

The remaining Eradicon squadron rushed forward; however, they were too late as the swirling vortex disappeared out of sight. The darkness of night returned over the _Nemesis_. Starscream's optics narrowed as his structure shook in rage.

"NOOOO!" He screamed.

…

**Autobot Outpost**

In the central command of the Autobot base, the Autobots and Team 10 stepped back as the real Wheeljack and the Wheeljack copy circled each other, both with their katana blades held in their grips. Bulkhead deployed his mace again and was about to intervene before one of the Wheeljack's held out its arm.

"Ugly is mine." Wheeljack stated.

After that, the two identical Cybertronians engaged in a sword fight. The Autobots and Team 10 watch on as the two doppelgangers duked it out, swords slashing against swords, sparks being thrown everywhere.

"Which one is the real Wheeljack?" Kevin asked, still coated in yellow armor.

Four Arms looked back and forth; he pointed his upper right hand index finger from bot to bot. He stuttered as his expression became blank and slightly panicked. "I…ugh…I lost track." Four Arms replied.

Gwen simply smiled as she looked on at the sword fight. "I didn't,"

Back to the fight, the two Wheeljack's went at each other hard. Both were on the offense and defense, engaging and blocking one another's attack. But after a few swift swords slash combos and a kick to the abdomen, one of the Wheeljack's collapsed to the ground with one standing above him with his blade at his throat. He had been defeated.

Four Arms and Kevin turned to Gwen to see that she had her arms crossed over chest and that she was smirking. "That is the _real_ Wheeljack."

"That's my Jacky." Bulkhead smiled, turning towards Bumblebee and Arcee.

Wheeljack sheathed his katana blades while his face guard went back, revealing his smooth and scarred face. The white Autobot turned towards Ratchet. "You, hit the switch. It's time to take out the trash."

While Ratchet went back to the terminal to reopen the bridge, Four Arms came forward and gazed back up to Wheeljack.

"You mind if I do the honors?"

Wheeljack smirked. "Go for it…uh…whatever you are."

Ben smiled as he tapped the Omnitrix dial on his belt. Wheeljack shielded his optics as another emerald light engulfed the command center. When the blinding light disappeared, standing in the place of Four Arms was a twenty foot tall, bipedal dinosaur-like creature with tough brown skin and a beige underbelly. His overall form was muscular and broad at the chest and shoulders.

"**Humungousaur," **

Wheeljack's cerulean optics widen significantly as a dumbfounded mien crossed his face. After a few seconds, his shock turned into solemnity as he glanced back at Bulkhead.

"You've got some explaining to do." He said.

"Y-yeah, I know…and we'll be sure to fill you in later." replied a sheepish Bulkhead.

Humungousaur picked the doppelganger off the ground and took a step forward to the groundbridge tunnel. Just as the portal opened up, a sudden thought entered Bulkhead's mind. He quickly rushed forward.

"Whoa, whoa, wait!" Bulkhead intervened. Humungousaur looked back to the green Wrecker confused. Unexpectedly, a sly smirk adorned the hulky Autobot's face as he offered, "How about we send this guy out with a bang, Ben?"

…

**The **_**Nemesis**_

Starscream again paced side-to-side, enraged by his plans failure of attacking the Autobot base. Soundwave and the Eradicons watched him muttered incoherently to himself as he seethed. Suddenly, their attention was grabbed by the familiar sound of a groundbridge portal. They looked forward to see a turquoise vortex swirling before them once more.

Starscream's optics widened as shock and disbelief were plastered on his facial features. Instantly, his expression then grew into impatience and anger.

"What are you waiting for?! Go!" Starscream yelled, pointing to the portal.

The Eradicon squadron ran forward. The five in front jumped into the vortex and sprinted forward. But mid-way into the blue portal, the form of Wheeljack-Makeshift was hurled towards them. The Decepticon drones immediately changed direction and retreated. Nevertheless, Makeshift collided with them, thus knocking them out of the groundbridge portal.

Starscream's optics widened out of fear as Makeshift careened towards him. The silver seeker didn't have time to move before the Wheeljack doppelganger smashed into him. To add insult to injury for the 'Cons, the Autobot groundbridge again closed out of existence before any other 'Con could go through.

Muttering a string of Cybertronian curse words, Starscream pushed Makeshift's limp body off of him as he slowly got back to his feet.

"Please tell me you at least learn the location of their base." Starscream hissed; glaring at the Makeshift's injured form.

The Wheeljack look-alike wiped off some Energon trailing from his mouth as he regained his balance. "Indeed, Lord Starscream. It is in a hidden bunker, just outside of Jas…"

Makeshift trailed off as the sounds of beeping caught his and Starscream's attention. Starscream turned his optics to the source of the beeping, a cylinder device strapped to Makeshift's waist. The device itself was blinking red and the beeping was becoming increasing by each passing second.

The cowardly seeker quickly knew from experience what that was: a bomb.

"Back! Back! Back!" Starscream turned on heel and ran forward, pushing through the crowd of Eradicons. After getting a good distance, he transformed into his jet mode and soared into the sky.

At first, Makeshift was confused by this. When the gears finally clicked in his mind, his optics widened as a dreadful mien grew on his face. "Uh oh,"

Without warning, an explosion ripped across the flight deck as bluish-white conflagration immediately off-lined Makeshift and the other Eradicons in less than a blink of an eye.

Above the _Nemesis_, Starscream and Soundwave continued to fly away from the destruction in their alt modes.

"Makeshift, you fool!" Starscream shouted.

…

**Autobot Outpost**

It was morning in Jasper, Nevada. Inside the mesa that was the Autobot's base of operations, Team 10 and Bumblebee were dancing to the rock music Kevin had put on, celebrating their recent victory over the Wheeljack doppelganger. Arcee, meanwhile, stood by with her arms crossed over her chassis and a smirk gracing her lips.

Meanwhile, Optimus Prime, Ratchet, Bulkhead, and Wheeljack stood at the other end of the room. Optimus had been debriefed on the situation that transpired while he was away. In doing so, Team 10 had retold their origins and powers, but this time to the _real_ Wheeljack. The white Wrecker was shocked to learn that these organics had these powers and abilities, but he learned to accept it.

Ratchet was typing on the terminal but couldn't help but to suppress an annoyed groan.

"It's like a reoccurring nightmare." Ratchet noted, continuing to work at the monitor.

"Now that you're a part of Team Prime, we need to find you a vehicle mode." Bulkhead complied.

"Uh," Wheeljack rubbed the back of his helm. "Actually Bulkhead, now that my ship is repaired, I'm itching to know what else I might find out there."

"Wait!" Kevin interrupted.

Team 10 had ceased their partying as soon as they overheard Wheeljack and Bulkhead's conversation. The Osmosian teen stepped forward, confusion written on his face.

"You're leaving, why?"

There was a short moment of silence. Wheeljack was blank for words.

"Because," Bulkhead continued, "some 'Bots just never change. Ha-ha,"

Wheeljack smiled, glad that Bulkhead understood his reasons.

"Wheeljack, know that you will always have a haven here." Optimus added.

Wheeljack simply nodded his head. Bulkhead slapped his hand on his buddy's back and laughed a bit.

"Jacky never stays…but he always comes back."

The two best friends smiled at each other and fist pumped.

…

**A/N: Sorry that I ended here, but it seemed like an appropriate place. I'm sure you are disappointed that there was minimal Ben 10 action in this chapter. But there will be plenty more to come in future chapters. **

**I'm sure you have all noticed that Gwen can now determine who is 'Bot and who is 'Con now. What do you think of that idea? Bad? Good? Meh?**

**Next chapters: Convoy, maybe Deus Ex Machina, Speed Metal, Predatory, and…finally…the Vengeance of Vilgax saga. Both Predatory and VoV saga will be fun to write. **

**I appreciate the support and the reviews I have received from you lovely readers. I'm sorry that this chapter came late but with school, sports, and personal life I usually don't have time or the energy to write. It is what it is. **

**Please leave any comments, suggestions, or critique in the review box. Until next time…Ultimate Out! **


	10. Convoy

**Ben 10: Prime Force**

**Chapter 9: Convoy **

…

It was early afternoon at Autobot Outpost. Team 10 had just finished training in the SAFE and was now relaxing in the human center. Ratchet was, as always, standing by the computer terminal, typing away at whatever he was working on. Gwen was seating by the human computers, working on a recent class assignment while Ben and Kevin played video games. Both of them were relieved to finally get some down time.

Ben was in the process of beating Kevin again at their racing game…until a loud, angry voice boomed over the intercom.

"_PRIME!"_

The trio cringed from Fowler's yell. Ben turned to see Optimus and Arcee stepping into the command center.

"_PRIME!" _Fowler boomed again.

"Special Agent Fowler, to what do we owe…"

Optimus was unable to finish as Fowler interrupted_, "Who else?! Cons!"_

"_I chased them off with some hard ordinance but not before they blew me out of the sky." _continued Fowler.

"Ha! Again," Kevin smirked, crossing his arms over his broad chest.

Kevin and Ben abandoned their game and walked over to the get a better view of the monitor, where a live video feed of Fowler was being broadcasted. He appeared to be in the cockpit of a fighter jet.

"_They tried to make a smash and grab for the D.Y.N.G.U.S." _

"The what's it?" Arcee asked, raising an optic brow.

The African-American agent sighed before he explained, _"Dynamic Nuclear Generation System aka the D.Y.N.G.U.S." _Fowler pressed a button which brought up a video feed of the D.Y.N.G.U.S in the cargo bay of Fowler's jet. The device was shaped like a large metal cube with a door on the side, and was strapped down to prevent it from moving. _"It's a prototype energy source that I was delivering to the coast for testing."_

Ratchet snorted. "That's absurd. Why would Starscream bother with such primitive technology?"

Team 10 couldn't help but roll their eyes at Ratchet's statement, even though it was true that Earth technology was primitive compared to Cybertronian.

"_I'm guessing to make a big bad primitive weapon of mass destruction!" _Fowler retorted. _"If this baby were to meltdown it would irradiate this state and the four next door."_

"Hmm…that sounds like a good enough reason to steal it." Ben commented.

"Huh, did Agent Fowler say what state he was currently in?" asked Kevin.

"_I'm a seating duck here, Prime. I need you to spin up your bridge and send the D.Y.N.G.U.S to its destination before the 'Cons come back for it." _Fowler said.

"I'm afraid that sending such a volatile device through the groundbridge is out of the question." Optimus replied, "If there were to be an accident during its transport, the radiation of which you speak, could propagate through the groundbridge vortex and harm all fifty states…and beyond."

Fowler looked to the side for a second, clueless of what to do. _"You got any better ideas?"_

A smile formed on Optimus's faceplate. "That I do, Agent Fowler." He then looked to Ratchet. "Ratchet bridge Bumblebee and Bulkhead back from patrol. Arcee help me ready my trailer."

Ben raised a brow at that latter part. _'Trailer? What trailer?"_

…

Later, at Fowler's location, Optimus Prime was currently in his vehicle form: a red long-nose Peterbilt. However, there was one more addition; attached behind him was a silver colored trailer with bright blue highlights. Bulkhead and Bumblebee were also in vehicle mode and parked behind their leader.

Agent Fowler had just climbed into Optimus and sat down at the driver's seat. The agent looked at the dashboard and rubbed his hands gleefully, intending to take hold of the wheel, but the wise Autobot leader was quick to stop him.

"No need, Agent Fowler." Optimus offered. "I will handle the driving."

The former Army Ranger furrowed his brows as he slumped back in his seat, arms folded across his chest.

"This is gonna be a long trip." muttered a disappointed Fowler.

Optimus started his engine, Bulkhead and Bumblebee following swiftly.

"Autobots roll out!" commanded Optimus.

The red and blue truck took the lead as he drove toward the nearest road, a green SUV and yellow custom muscle car following in his wake.

…

**Autobot Outpost**

At least thirty minutes into the drive, Optimus, Bumblebee, and Bulkhead were driving down a two lane road in a mountainous, forest terrain. Their signals could be displayed moving down a line on a map that depicted the road.

"We're locked onto your coordinates, Optimus. Paring any complications, you should reach the drop-off point by sundown." Ratchet informed.

"I still don't know why you guys couldn't just let me take the ding-ugh…"Ben trailed off, forgetting the name of the energy device.

"The D.Y.N.G.U.S," Gwen finished.

"Y-yeah…whatever," continued Ben, "I still don't know why you couldn't just let me take the thingy to its destination. I wouldn't have mind."

"Ben, like Fowler said, the D.Y.N.G.U.S is an experimental energy source, and if it were to meltdown it could wipe out four states. We can't run the risk of damaging it." Gwen reasoned.

"Gwen is absolutely right." Ratchet agreed.

"Besides," Kevin added, "I don't think Jet Ray or any of your other flying aliens could lift something that heavy anyway."

Ben subtly rubbed his chin in thought. "Okay, okay I can see your point."

"Eh, don't worry about it, Ben. The 'Bots can take care of this. I mean, what could possibly go wrong?" Kevin said.

Ben and Gwen immediately looked at him with wide eyes, confusing the ebony haired teen. "What?"

"Dude, are you crazy?! Never say that out-loud!" said a slightly panicked Ben.

"I…I don't understand," admitted a bewildered Ratchet.

Gwen turned to him. "Trust me you'll probably know why we're getting on to Kevin about what he said soon."

…

Somewhere in the Rockies, Optimus, Bumblebee, and Bulkhead drove along the road in that order, staying a close to the speed limit. However, an old rusty white truck ahead that was going very slow and looked to be on its last legs, caused the vehicle trio to slow down.

An annoyed Agent Fowler slammed his palm down on the horn repeatedly, urging the truck to move over.

"Move it, gramps!" yelled the agent.

After another round of honking the loud horn, the white truck conceded and pulled off the road, allowing the Autobots to drive past. But despite that, Agent Fowler continued to honk on the horn.

"Agent Fowler is that really necessary?" reprimanded Optimus, his tone indicating he was obviously exasperated.

"Ah don't tell me you're one of those textbook drivers." Fowler replied, folding his arms over his chest.

…

Flying high in the air above the Autobots location was a green military chopper. The two occupants inside were dressed in tight military green, combat suits. One, the pilot, had a mask with yellow goggles. The other next to him was broad, strong built man with a clean shaved head and a scar on his face. All in all, he was very imposing figure.

The scared face man spoke into his wireless headset. "They're transporting it in an unarmed civilian truck." He paused for a second, watching the yellow car in the back get in front of the big rig. "Send in the ground units."

…

Back in the cabin of Optimus's vehicle mode, Fowler was relaxing in the driver's seat, keeping his hand on the wheel to add to the illusion that he was driving; but, in actuality, he wasn't.

"You know…you're saving my bacon here, Prime." Fowler confessed.

"I am proud to be of service." The Autobot leader admitted through the radio set.

"Of course it's not like I would've needed your help if you and the 'Cons stuck to tearing stuff up on your own corner of the galaxy." retorted Fowler, his tone becoming more irritated. "Same goes to those strange, human-alien friends of yours, what with them crash landing in the middle of Nevada, and them bringing another potential threat to Earth."

Obviously Fowler was mentioning Vilgax. Team 10 had told him and the 'Bots the full story of how the ambush from Vilgax led to both them and Vilgax getting transported to this universe. No sightings of a huge, green being with a squid-like face have come up yet, and Fowler was hoping it would stay that way.

"Are you suggesting no evil existed on this world before we or Team 10 arrived?" countered Optimus.

"Well…uh…it was…a different evil. How about some radio?" Fowler offered. "You seem like a Nashville sound kind of guy."

However, before the agent could touch the radio system, he spotted a green helicopter in the rearview mirror. The former Army Ranger immediately recognized the chopper as the same one that shot his jet out of the sky.

"That's the one! That's the 'Con that shot me down! Who is he? Wingnut? Dingbat? Sky-guy?"

"_Watch your rearview." _Bulkhead warned over a handheld radio.

Right on cue, a squad of green sport-cars appeared out of nowhere, and surrounded Bulkhead on both sides and behind him.

"_Feeling a little constricted here without the use of my fists here, boss." _Bulkhead said over his com-link.

"_Remain in vehicular mode unless absolutely necessary." _Optimus ordered.

Suddenly, the car on Bulkhead's passenger side zoomed out in front of him, but another green sports-car from behind filled the void on the empty side. The Wrecker was now completely boxed in.

"A whole team of 'Cons," deduced Agent Fowler.

"_What? I'm not picking up anything. They must be utilizing a cloaking technology." _Ratchet summarized over the com.

The sports-car on Bulkhead's passenger side picked up speed until it passed Optimus and Bumblebee and got it front of them. Then, another car from behind accelerated forward until it evened out its speed with Optimus's, driving right by his driver side.

Fowler stared at the green muscle car, expecting it to transform into a robot and tackle them off the road. However, he and Optimus were met with quite a shock. The sunroof on the car opened up, and out from it came a man clad in a tight green combat suit, wearing a mask and yellow goggles to conceal his face. He was holding a strange high-tech gun and pointing it straight at them.

"Pull over!" He yelled.

"Well I be dipped!" Agent Fowler exclaimed in dumbfounded matter.

…

**Autobot Outpost**

Ratchet stood by the terminal whilst Team 10 stood in the human area, looking up at the three monitors in interest of the developing situation.

"Our assailants are not Decepticons. They are human." Optimus informed.

"Human?" Ben and Gwen looked at each other, both startled.

"Oh please, taking on the 'Bots…ha…they're road kill." Kevin remarked.

…

Up from the chopper, scarred face man looked on with stern, no nonsense expression. "Gentlemen, stop their engines." He said calmly but with a hint of malice.

The soldier pointing the gun at Optimus prepared to fire; however, the Autobot leader was quick to respond. Prime turned into them, thus sending the green sports-car off the road, an audible explosion could be heard behind them as the soldier had fired and missed.

As Optimus corrected himself, Fowler held on tightly to his armrests. "Who are these guys?!"

"_Autobots, maintain your cover, and apply minimal force…disbarment only." _Optimus ordered through his com-link.

Another sports-car that was boxing in Bulkhead accelerated forward, driving alongside Optimus. The sunroof slid open, revealing a masked man aiming a high-tech at the Optimus. Bumblebee saw this and immediately acted. The scout got on Optimus's right side and slowed down considerably, causing the green sports-car to run into Bee's finder.

As a result, the green car swerved out of control. To add insult to injury, the vehicle's passenger side, back tire hit a large boulder off the side of the road, thus causing the car to flip over. After rolling on its side three times, the car came to a stop upside down.

The imposing, scared face man in the chopper watched on with a bit of surprise. "Those are not civilian drivers." He pointed out.

Along the mountain road, a set of sharp turns could be seen ahead. Optimus's tires screeched loudly against the pavement as he made each curve. Fowler appeared dizzy from all the turning and it seemed he was close to losing his lunch.

"Could use some air," Fowler mumbled.

Optimus rolled down the window, allowing Fowler to stick his head outside. Suddenly, the agent spotted another car driving alongside the Autobot. This time though, one of the occupants opened the door and jumped onto the back of the truck, the area where the trailer hitch was located.

"Prime bare right!" Fowler warned.

Optimus took his advice and bore to the right, slamming into the car and running it off the shallow cliff. Nevertheless, that man was still on Optimus, and doing something back there.

"Agent Fowler, that human is intending to separate me from my trailer. I need you to handle him." Optimus said through the radio.

"No problem, big guy."

The African-American agent opened the door and climbed out on the step. Fowler slowly and carefully moved along the side of the truck. When he reached the back, he saw a man attiring a combat suit and wearing a full mask that covered his face and a pair of yellow goggles, whom appeared to be using some sort of torch to melt the trailer hitch.

Fowler, not wasting a moment, grabbed the man by the shoulder and caused him to drop the torch. The Autobot's liaison held the man from his neck, close to the edge of the truck.

"You're gonna tell me everything I wanna know…"

He was unable to finish his sentence as the unknown man pushed against Fowler and jumped off the side of the vehicle. Seeing nothing else he could do, Fowler carefully moved across Optimus and got back in the cabin. As soon as he was back in the driver's seat and buckled up, a transmission came in through Fowler's handheld radio.

"_I sure hope you treat the D.Y.N.G.U.S better than you do your captives." _The voice was male and sounded cold but also sophisticated in a sinister way.

Fowler looked out the window, seeing that the green chopper was still hovering over them. He realized that whoever was speaking was riding in that helicopter.

"Special Agent William Fowler here, identify yourself!"

"_I am Silas, but of to greater consequence to you, we are M.E.C.H, Mechanics of Evolution and Cybernation of Humanity. Fair warning, we'll be helping ourselves to your device, even if it means inflicting casualties."_

"Is that so?" Fowler snarled. "Tell me Si, what's the market price for a D.Y.N.G.U.S these days?"

"_What makes you think we intend to sell it, Agent Fowler?" _retorted Silas.

A moment passed, Silas looked down to the convoy of vehicles. "There's a war brewing between the New World Order…and the newest. The victor will be decided by the side with the most innovated technology." Silas said under his breath.

One of the remaining MECH ground unit vehicles drove up behind Optimus's trailer. The sunroof of the car slid open, allowing a MECH soldier to pop out and aim an advanced firearm at the trailer. Taking quick aim, the foot-soldier fired three, high-tech projectiles that attached to the trailer's clamp. Seeing that the projectiles were securely attached, he pressed a red button on the side of his gun.

Suddenly, as the clamp-like projectiles dug deeper into the metal, intense electricity danced from one to the other. A few seconds later, the clamp on the trailer was blown off, causing the door to automatically slide open, revealing the D.Y.N.G.U.S inside.

The MECH soldier placed his weapon down as he cautiously climbed out of the high-speed car through the sunroof.

"So Si…you think MECH has all the radical tech?" Fowler said in the radio.

Unexpectedly, a blue and pink sports-bike zoomed out of the trailer, its rider wearing a full leather jumpsuit and helmet. The back tire of the bike made impact with the hood of the MECH car, startling the driver so much that the car swerved off the road, flipped over, and went up into flames.

Meanwhile, Silas and his pilot watched in shock at what just occurred. "Definitely not civilian drivers," commented the pilot.

Silas only scowled.

"Ha! Later Si," Fowler mocked before cutting off the transmission.

"Agent Fowler, do not take your Silas likely. Megatron preached the very same ideology before plunging Cybertron into the Great War that eventually destroyed our world." Optimus advised.

"_Optimus, prepare to initiate phase two. Five miles to the south you will reach the rendezvous point." _Ratchet notified over the com-link.

…

**The **_**Nemesis**_

Inside the bridge of the Decepticon flagship, Starscream was listening to an Autobot transmission that Soundwave, the Decepticon spymaster, picked up.

"_Five miles to the south you will reach the rendezvous point." _Ratchet's voice played back, but had a dark metallic undertone to it.

"So the Autobots have left the confines of their base, and sound otherwise engaged." Starscream noted. _'And there is no evidence that their super-powered human friends are with them' _He thought. "Which means they will never see us coming," The leader of the Decepticons turned around to face a squad of Eradicons, a scowl ever present on his face. "Find them and scrap them!"

The purple and black drones placed their right servos over their spark chambers, and replied simultaneously, _"Yes, Lord Starscream." _

Starscream grinned sinisterly.

…

The band of Autobots continued driving down the mountain road. Bumblebee and Arcee were up in front of Optimus whilst Bulkhead remained in the back. Up ahead, Fowler spotted two tunnels that ran through the mountain. One was for the road; the other was for railroad tracks.

Despite the hold up with MECH, it appeared they had made it on time. The freight train they were scheduled to meet up with was just fixing to enter the tunnel.

"There's our destination point." Fowler mentioned.

"_Autobots, keep a tight formation." _Optimus commanded through the com.

Arcee was the first to run off the side of the road and into the ravine where the train tracks were placed. The Autobots quickly drove into the tunnel, driving alongside the freight train. Nevertheless, the MECH cars were still chasing their tail.

To solve that problem, Bulkhead transformed to the robot mode, shifted his servos into blasters, and fired at the roof of the tunnel entrance. As a result, rocky debris collapsed from the roof and fell in front of the entrance, promptly blocking the green cars from getting in. Bulkhead smirked in satisfaction before transforming back to vehicle mode and racing to catch up with the others.

…

Silas smirked. "Tactical error, only one way out,"

He watched as the Autobots drove out of the tunnel, up the ditch, and back onto the road. The former colonel was preparing to initiate another attack before something unexpected transpired. A squadron of six unknown, purple and black aircraft surrounded the chopper, and then shot forward.

Fowler saw the incoming aircraft as well. "Air support?! Ours or theirs?"

"_Optimus you have incoming!" _Ratchet warned.

Seeing the Decepticon air threat, the Autobots immediately pulled off the road and into a clearing in-between some mountain cliffs. The Eradicons, in V formation, discharged a folly of missiles at the Autobots. This totally took Silas and his pilot off guard.

"Military fire on one of their own?!" Silas stated in shocked tone.

Bulkhead, Bumblebee, and Arcee outmaneuvered the missiles; however, given Optimus's size and mass, he couldn't do much in dodging the projectiles. Instead, he took a sharp turn ahead at the curve ahead, causing too much strain on the trailer hitch. Consequently, the hitch broke as the trailer disconnected from Optimus.

"Sir, the D.Y.N.G.U.S!" The pilot shouted.

The missiles made a direct hit, thus leading the trailer to go up into conflagration, reducing it to scrap metal. Silas and the pilot looked on confused. They had expected some sort of radioactive explosion with the force of over twenty nuclear bombs, or at least some sort of radiation reading, but there was nothing.

"Sir, I'm not picking up any radiation, the D.Y.N.G.U.S didn't meltdown." The pilot informed.

"No…it did not." Silas replied calmly, being in deep thought.

Back to the ground, the Autobots came to a screeching halt at the edge of a steep cliff, just as the Eradicons transformed mid-flight and landed right in front of them. It appeared the 'Bots were left with no other options.

"Agent Fowler, if you and we are to survive, it has become absolutely necessary to drop our cover." Optimus stated.

Instantly, the red and blue semi-truck broke apart and shifted into the bipedal form of Optimus Prime. Fowler was standing in his left servo, looking woozy and ready to hurl. Bumblebee, Bulkhead, and Arcee followed Optimus's example and transformed into robot mode, ready to fight.

Meanwhile, as this was taking place, Silas continued to observe from his chopper, growing more shocked and impressed after each passing second.

"So the rumors are true. Living technology stands before us." Silas then sneered. "Though perhaps, not for very long."

Optimus and the 'Bots stared down their Decepticon foes with disdain. The Autobot leader placed Agent Fowler on top of a boulder, well away from the battle to come.

"Remain here," instructed Prime.

"Will do," Fowler complied, not even thinking of arguing against that request.

"After a long road trip," continued Bulkhead, "it feels good to get out of the car, stretch my legs, and kick some tailpipe!" The wrecker slammed his fists together for emphasis and transformed his right hand into a mace.

The 'Bots and 'Cons then charged at each other head on. Optimus and Bulkhead used their superior strength to easily submit their opponents. Bumblebee used his boxing style of fighting to dodge attacks and knock out his adversaries while Arcee used her speed and agility to send quick punches and powerful kicks to subdue the 'Cons.

Meanwhile, back in the MECH chopper, Silas continued to watch on with inward fascination of the fighting machines. Though he didn't show it, he was awe-inspired from these transforming robots. However, he still had a mission to accomplish, recover the D.Y.N.G.U.S.

"Sir, if the D.Y.N.G.U.S wasn't in the truck…" the pilot trailed off.

"Yes, that…" Silas replied, snapping out of his muse.

He then activated his radio link, connecting with Agent Fowler's communicator. "Special Agent Fowler you live a charmed life walking amongst titans."

'_If you thought they were impressive, just wait until you see Team 10." _ Fowler mused.

Fowler held the radio up to his hear, and responded, "Come on down and I'll introduce you."

"In good time, however, I am still wondering how the D.Y.N.G.U.S could've vanished into thin air without a trace." Silas replied.

His attention was focused on a digital screen that showed a purple dot moving along a railroad. It didn't take a rocket scientist to figure out what happened to the nuclear device.

"Now if you excuse me, I have a train to catch." Silas said as he shut off the transmission.

Back on the ground, Agent Fowler was shocked that this Silas figured it out. He turned around to watch as the green military chopper flew off, heading in the general direction of the freight train. Fowler quickly shifted channels to Optimus's com-link.

"Prime, Silas got wise to phase two."

Optimus had just finished beating the stuffing out of a few 'Cons, but as soon as Fowler called in, he momentarily lost his concentration on the battle.

"I understand,"

Out of nowhere, Optimus received the end of a tree trunk to the helm from an Eradicon. Caught off guard by the attack, Optimus stumbled backwards until he fell off the cliff. He rolled on the rock face shortly before colliding with the hard, rocky ground on his front-side. The red titan attempted to get up, but it was in vain, he was in too much pain.

"Prime! Do you read me?! Prime!" Fowler shouted in the radio.

After receiving no response, Fowler knew that Optimus was down. And with MECH gearing to steal the D.Y.N.G.U.S, he was left with no other option. He switched channels to connect with the Autobot base.

"Fowler to base, Prime is down. I repeat, Prime is down, and MECH is fixing to steal the D.Y.N.G.U.S!"

…

**Autobot Outpost**

"_Fowler to base, Prime is down. I repeat, Prime is down, and MECH is fixing to steal the D.Y.N.G.U.S!" _

Ratchet and Team 10 were surprised with how things were developing. It appeared that whoever this MECH group was, they were not kidding around. Nonetheless, it seemed as if the Autobots could handle them alright. Nonetheless, they can't handle the 'Cons and protect the D.Y.N.G.U.S all at once, especially with Optimus out of commission.

"That's not good. Not good at all." Ben commented. He then turned to Kevin with a hard glare. "See what I mean when I say you should never say 'What could possibly go wrong?'!"

Kevin rubbed his neck sheepishly and only shrugged.

"Guys, this is serious! Optimus is down and MECH is fixing to snatch the D.Y.N.G.U.S." Gwen reprimanded.

"_Base, I need you to send in Team 10 to guard the D.Y.N.G.U.S.; the Autobots are still preoccupied with the 'Cons." _Fowler continued.

The three super-powered teenagers looked at each other, all realizing the importance of this situation.

"Not on our watch. If MECH wants the D.Y.N.G.U.S, they have to get on that train." Ben replied.

"So we get on the train and run some human-on-alien interference, huh?" Kevin smirked and then popped knuckles. "I like that idea."

"Absolutely not! You not only want me to bridge you into a confine space but one moving at ninety miles per hour?! I can't even think of what could possibly go wrong: mental trauma, twisted limbs, metal burn…"

The alien trio looked at Ratchet blankly.

"Well…maybe not the last one." The medic muttered. "Regardless, it is nearly impossible to fix groundbridge coordinates on something moving at that speed."

Kevin sat down at a computer and frantically typed on the keyboard. A few seconds later, he replied, "Would it help if we had access to the train's coordinates?"

Suddenly, a map of the train's position showed up on the middle screen. Ratchet lifted an optic brow and answered, "Well…"

…

It didn't take long for the MECH chopper to catch up to the freight train. Silas grinned at how easily it will be to take the D.Y.N.G.U.S, now that the Fowler and the 'Bots were out of the way.

"Immobilize them," ordered Silas.

A MECH soldier in the back opened the chopper door and aimed a high-tech firearm at the train and fired. The projectile clamped on to the side of the main engine and discharged an enormous amount of electricity that not only cut off the engines but also traveled down the length of the train.

Inside the box car that held the D.Y.N.G.U.S, was a single soldier guarding it. The soldier was cut by surprise when a painful amount of electricity surged from the metal floor and into his body. After a few screams, the man collapsed to the floor unconscious.

Ten seconds later, a swirling green portal opened up inside the box car. Exiting from the vortex were Ben, Gwen, and Kevin in that order. They saw the D.Y.N.G.U.S on the far side of the car and a man lying on the floor. Seeing the down soldier, Gwen immediately ran to his side to check for a pulse. She exhaled deeply, relieved that he was alive.

"Is he okay?" Ben asked, concerned for the man's health.

Gwen nodded. "Yeah, he'll be okay."

Kevin walked over to the right side door of the box car and pushed it open. The Osmosian teen poked his head out to see a green chopper hovering right over them. He could see three men attired in full green and grey combat suit along with mask and goggles that covered their facial identity, preparing to slide down a rope and get on the roof of the train car.

"Get ready, they're about to board." Kevin said.

"Let them, we'll just kick their butts." Ben replied, confidence in his voice.

All of a sudden, they looked up to see a torch cutting into the roof. Kevin pulled the unconscious soldier out of the way whilst Ben and Gwen back up, gearing up for the fight to come. Once the flaming torch had cut a full square piece, it fell to the floor, allowing the three MECH soldiers to jump in. The trio was armed with advanced looking firearms, none of which Team 10 have seen before.

After getting the unconscious American soldier out of the crossfire, Kevin took his stand along with Ben and Gwen, who were staring down at the three MECH minions. Said minions were rather confused as to why there were teenagers guarding the D.Y.N.G.U.S.

The leader of the trio pressed a button on his ear piece. "Commander Silas, there are three teenagers guarding the D.Y.N.G.U.S. What are your orders?"

"_Kill them. Leave no witnesses alive." _

The trio looked at each other shortly before aiming their weapons at Team 10.

"Orders are orders," the leader said.

A millisecond after they pulled their triggers, Gwen threw up a mana shield over her and her friends, thus deflecting the bullets. The MECH trio immediately ceased fire and backed up, shocked at what happened. Kevin touched the side of the train car and absorbed the metal, coating his body in greyish-red armor.

"Yeah, too bad you won't be following those orders." Kevin retorted.

When Gwen let down the shield, Kevin charged into action and tackled one of the MECH soldiers to the ground. Meanwhile, Ben swiftly activated the Omnitrix and slammed down the dial. The two other MECH foot-soldiers were forced to cover their eyes from a blinding emerald light.

After the flash of green, floating in Ben's place was a blue and white jellyfish-like creature. It had four tentacles hanging below him while two others were used for arms. It had no facial features, only two green eyes. The Omnitrix dial was positioned on its chest.

"**Ampfibian," **Ben yelled in an underwater voice.

Though the masks and goggles were covering their faces, anyone could tell they looked shocked. "W-w-what the hell are you people?!"

"Language, please," Ampfibian mocked.

The floating jellyfish-like creature flew towards a MECH soldier, wrapped its tentacles around him, and delivered a powerful shock; but not too powerful to kill. He screamed in agony before shortly passing out. Gwen then took out the third soldier by sending a folly of punches and kicks before he even knew what happened. Team 10 piled up the unconscious bodies of the MECH men. The Anodite teen then tied them together with a mana rope.

"That was pretty easy." Kevin remarked.

"What did you expect from low-life terrorists." Ben retorted with sarcasm.

…

Inside the cockpit of the MECH chopper, Silas and the pilot were stunned, awed, and shocked at what they witnessed. The three MECH agents had cameras installed into their masks so that Silas could monitor them to check in on their progress. Silas watched as three human teenagers with strange, powerful abilities took down his agents with ease.

Though those living machines were something to marvel at, the discovery of these humans and their powers was extraordinary. How is it that these humans have super-powers? How has no one ever heard of them? What other abilities do they have? How serious of a threat do they posse to MECH? Not knowing the extent of their enemy's abilities, Silas was left with no other option but a tactical retreat.

"Retreat," He ordered the pilot.

As the military green chopper picked up speed and gained altitude, Silas picked up a rocket launcher-like device from beside his chair and placed it on his right shoulder.

"Combat rule number one: never leave the enemy with the spoils."

After opening his side window, he held up the weapon and fired it. A missile-like projectile ripped through the air and gained distance far in front of the train. After ten seconds, the projectile collided with the ground over a mile away, destroying a large section of the tracks in the process.

…

"Uh, guys, MECH just took out the tracks up ahead." Gwen, who was looking out the door, said in a fearful tone.

"We need to get out of here fast, the soldiers too." Kevin responded.

"Are you kidding? And leave the D.Y.N.G.U.S here to meltdown and destroy four states. No, we've got to stop this train!" Ampfibian argued.

"How?" Kevin asked.

Ampfibian was silent for a moment, pondering on a possible plan. His green eyes widen as soon as it came to him.

"I have an idea. Kevin, you're with me. Gwen, you stay here and guard those MECH guys."

Gwen nodded in understanding.

Ampfibian quickly wrapped two of his bottom tentacles and around Kevin's arms and flew out of the box car and over the roof of the train, heading straight towards the engine.

"So what's this plan of yours, Tennyson?" Kevin asked with a raised metal brow.

"You'll see," rasped Ampfibian.

Reaching the front of the engine, Ampfibian laid Kevin down and slapped the Omnitrix dial. After another flash of green, standing in Ampfibian's place was a being comprised of greenish-blue crystals and wore a green and black outfit.

"**Diamondhead,"**

Diamondhead turned his hard, determined gaze forward. He could see the large crater and the ruined tracks in the distance. He knew that he needed to stop or at least slow down this train pronto.

"Maybe speed bumps will do the trick." Ben stated.

The Petrosapien lifted up his right hand and fired several crystal shards way in front of the train. As soon as the shards hit the ground, they grew in size and mass until several rows of large crystals took up the entire track. Diamondhead took a knee and grabbed Kevin's right arm.

"You better hang on tight." Diamondhead suggested.

Seconds later, the train shook violently as it struck the first crystal speed bump. The front of the train became dented and heavily damaged after impacting with the other four crystal masses. Though Diamondhead's crystals slowed the train down, it was still going too fast.

"We're still going too fast." Kevin noted as he and Ben both stood up. "Got any better ideas?"

Diamondhead thought about for a second and quickly came up with another alternative. He fired a few crystal shards into the train engines roof. Suddenly, the shards grew until they became a large mass of green, crystal rock. Attached to the rock mass was a rope of crystals connecting to Diamondhead's right hand.

"Perhaps an anchor will help." Ben said as he threw the crystal mass over the side.

The diamond anchor dug deep groves into the ground and it was slowing down the train; however, it still wasn't slow enough. As Diamondhead held on tightly to the crystal rope, he looked at Kevin.

"Kev, can you hold this?" He asked.

The Osmosian teen nodded and took hold of the diamond rope. To keep himself from getting pulled off, Kevin used his powers to grow spikes from the bottom of his feet, allowing his feet to dig deep into the train's roof, not unlike cleats into grass. Satisfied that Kevin could hold it, Diamondhead let go.

"What are you going to do?" Kevin inquired, gritting his teeth as struggled to hold on to the rope.

The teen hero walked up to the front of train before responding, "I'm going to get big."

He once again tapped the Omnitrix dial. In the wake of the third emerald flash was a twelve foot tall, bipedal dinosaur-creature with rough, brown and beige skin. The Omnitrix disk was present on the being's chest.

"**Humungousaur,"**

Humungousaur, with his back facing the train, dug his hands deep into both sides of the engine as he lowered his feet to the ground, right outside the rails. Ben closed his eyes and gritted his teeth as agonizing grunts emanated from the depths of his throat. The friction between the ground and Humungousaur's feet was very painful; nevertheless, Ben had to endure it. In response, Humungousaur pushed his feet deeper into the ground whilst his grip on the train tightened to wear the metal exterior began to bend.

Between Humungousaur up front digging his feet into the ground and Kevin holding a diamond anchor that was also digging into earth, the train's speed began to drastically decline. After another few hundred yards, Humungousaur and Kevin finally brought the train to a stop, and only a couple meters away from section of destroyed track.

Humungousaur let out a long, deep exhale before collapsing to his hands and knees, just inches away from the crater. Kevin too let out a long sigh before jumping off the roof of the train and to the ground.

Before both teen heroes could say anything, the horn of a semi-truck caught their attention. They turned around to see Optimus in vehicle form pulling up beside them. He then shifted into robot mode and looked at them with concern. After regaining consciousness, he quickly took off to catch up with the train. He was relieved that Team 10 had kept MECH from making off with the D.Y.N.G.U.S and stopping the train.

"Ben, Kevin, are you alright?"

"Ugh," Humungousaur slowly stood up. His feet and legs were still hurting, but he could deal with it. "Besides the burning in my feet, I'm okay."

"I'm okay too."

Optimus smiled underneath his mask.

The trio's attention was then grabbed by the green helicopter hovering high above them.

…

"Well played visitors." Silas commented. "But MECH still has home-field advantage and trust me we will level that playing field." He looked at the screen that showed a digital scan of Optimus. "Even if it means we have to take you apart, to see what makes you tick."

The leader of MECH then switched videos to that of Gwen summoning a mana shield, Kevin absorbing the train car's metal, Ampfibian shocking his agents, then Diamondhead firing crystals shards and finally Humungousaur stopping the train. He knew that he had only seen a taste of what abilities those three humans had. Surprises were still to come from the 'Bots and these humans, especially that shape-shifting one.

Silas grinned sadistically. "And rest assured we'll know the secrets of your strange, human friends as well…and perhaps learn the key to harnessing their powers."

…

Optimus, Humungousaur, and Kevin watched as the green chopper flew away, high into the sky.

"I have a feeling we haven't seen the last of MECH." Ben noted disdainfully.

"Indeed, we haven't." Optimus agreed.

"So," Kevin continued, "what do we do about those MECH agents?"

"MECH agents?" implied Optimus.

"Yeah, three of Silas's minions jumped aboard the train and tried to steal the D.Y.N.G.U.S. Don't worry though, we took care of them, and Gwen is watching over them." Humungousaur explained.

Optimus nodded.

"As for those guys," Ben turned back to Kevin. "We'll let Fowler take care of them. Maybe he can get some information out of them while they're in custody." Humungousaur answered.

"_Optimus, are you and Team 10…intact?" _Ratchet asked hesitantly over the com-link.

"Indeed, Ratchet. Crisis averted. However, the world we live in is much different than we could imagine… one that has forged its own Decepticons…in human skin." Optimus stated with a grave tone.

…

**A/N: Sorry for the long wait. I've just been too busy with school, sports, and life in general. I hope this chapter was satisfying and enjoyable, despite the lack of Ben 10 action. **

**Also, on another note, I'm thinking of skipping Deus Ex Machina and getting straight to Speed Metal. What are your thoughts on that? **

**Again, I'm sorry for the late update and will try to be quicker next time. Please leave your thoughts, suggestions, and critique in the review box. Until next time…**


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